UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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For the month of November 2021 |
Commission File Number 001-33159
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AERCAP HOLDINGS N.V.
(Translation of Registrant’s Name into English)
AerCap House, 65 St. Stephen’s Green, Dublin D02 YX20, Ireland,
+353 1 819 2010
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or
Form 40-F.
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1):
o
Note:
Regulation S-T Rule 101(b)(1) only permits the submission
in paper of a Form 6-K if submitted solely to provide an
attached annual report to security holders.
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7):
o
Note:
Regulation S-T Rule 101(b)(7) only permits the submission
in paper of a Form 6-K if submitted to furnish a report or
other document that the registrant foreign private issuer must
furnish and make public under the laws of the jurisdiction in which
the registrant is incorporated, domiciled or legally organized (the
registrant’s “home country”), or under the rules of the home
country exchange on which the registrant’s securities are traded,
as long as the report or other document is not a press release, is
not required to be and has not been distributed to the registrant’s
security holders, and, if discussing a material event, has already
been the subject of a Form 6-K submission or other Commission
filing on EDGAR.
Other Events
On November 10, 2021, AerCap Holdings N.V. filed its interim
financial report for the quarter ended September 30,
2021.
The information contained in this Form 6-K is incorporated by
reference into the Company’s Form F-3 Registration Statements File
Nos.
333-234028, 333-235323 and 333-260359
and Form S-8 Registration Statements File Nos. 333-180323,
333-154416, 333-165839, 333-194637 and 333-194638, and related
Prospectuses, as such Registration Statements and Prospectuses may
be amended from time to time.
INDEX
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Item 1.
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Financial Statements (Unaudited)
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Signature
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PART I FINANCIAL INFORMATION
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Item 1. Financial Statements (Unaudited)
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Notes to the Unaudited Condensed Consolidated Financial
Statements
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AerCap Holdings N.V. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
As of September 30, 2021 and December 31,
2020
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Note |
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September 30, 2021 |
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December 31, 2020 |
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(U.S. Dollars in thousands, except share
data) |
Assets |
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Cash and cash equivalents |
4 |
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$ |
1,311,234 |
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$ |
1,248,772 |
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Restricted cash |
4 |
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223,271 |
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246,518 |
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Trade receivables |
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79,504 |
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170,675 |
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Flight equipment held for operating leases, net |
5 |
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34,411,391 |
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35,156,450 |
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Investment in finance and sales-type leases, net |
6, 18 |
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814,989 |
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878,451 |
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Flight equipment held for sale |
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192,403 |
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— |
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Prepayments on flight equipment |
22 |
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1,872,387 |
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2,111,659 |
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Maintenance rights and lease premium, net |
7 |
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594,685 |
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649,914 |
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Other intangibles, net |
7 |
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207,569 |
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224,634 |
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Deferred income tax assets |
13 |
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121,812 |
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131,532 |
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Other assets |
8 |
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1,670,083 |
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1,229,434 |
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Total Assets |
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$ |
41,499,328 |
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$ |
42,048,039 |
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Liabilities and Equity |
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Accounts payable, accrued expenses and other
liabilities |
10 |
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$ |
881,173 |
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$ |
1,109,325 |
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Accrued maintenance liability |
11 |
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1,596,414 |
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1,750,395 |
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Lessee deposit liability |
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497,178 |
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600,321 |
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Debt |
12 |
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27,539,694 |
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28,742,081 |
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Deferred income tax liabilities |
13 |
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1,054,915 |
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913,431 |
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Commitments and contingencies |
22 |
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Total Liabilities |
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31,569,374 |
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33,115,553 |
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Ordinary share capital, €0.01 par value, 450,000,000 and
350,000,000 ordinary shares authorized as of September 30, 2021 and
December 31, 2020, respectively; 138,847,345 and 138,847,345
ordinary shares issued and 133,379,789 and 130,398,538 ordinary
shares outstanding (including 5,244,285 and 2,552,346 shares of
unvested restricted stock) as of September 30, 2021 and December
31, 2020, respectively
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19 |
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1,721 |
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1,721 |
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Additional paid-in capital |
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1,946,529 |
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2,078,125 |
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Treasury shares, at cost (5,467,556 and 8,448,807 ordinary shares
as of September 30, 2021 and December 31, 2020,
respectively)
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(313,907) |
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(459,994) |
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Accumulated other comprehensive loss |
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(101,972) |
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(155,085) |
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Accumulated retained earnings |
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8,322,581 |
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7,399,703 |
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Total AerCap Holdings N.V. shareholders’ equity |
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9,854,952 |
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8,864,470 |
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Non-controlling interest |
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75,002 |
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68,016 |
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Total Equity |
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9,929,954 |
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8,932,486 |
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Total Liabilities and Equity |
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$ |
41,499,328 |
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$ |
42,048,039 |
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Supplemental balance sheet information—amounts
related to assets and liabilities of consolidated Variable Interest
Entities (“VIE”)
for which creditors do not have recourse to our general
credit:
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Restricted cash |
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$ |
123,231 |
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$ |
163,596 |
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Flight equipment held for operating leases and held for
sale |
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3,635,141 |
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4,339,176 |
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Other assets |
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177,427 |
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97,417 |
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Accrued maintenance liability |
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$ |
125,421 |
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$ |
115,079 |
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Debt |
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1,407,083 |
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2,454,187 |
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Other liabilities |
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76,797 |
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109,606 |
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The accompanying notes are an integral part of these Unaudited
Financial Statements.
AerCap Holdings N.V. and Subsidiaries
Unaudited Condensed Consolidated Income Statements
For the Three and Nine Months Ended September 30, 2021 and
2020
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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Note |
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2021 |
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2020 |
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2021 |
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2020 |
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(U.S. Dollars in thousands, except share and per
share data) |
Revenues and other income |
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Lease revenue: |
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Basic lease rents |
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$ |
847,650 |
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$ |
897,358 |
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$ |
2,607,974 |
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$ |
2,876,278 |
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Maintenance rents and other receipts |
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110,423 |
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90,743 |
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424,252 |
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449,252 |
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Total lease revenue |
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958,073 |
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988,101 |
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3,032,226 |
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3,325,530 |
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Net gain on sale of assets |
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37,633 |
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7,151 |
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64,881 |
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75,519 |
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Other income |
16 |
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458,700 |
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31,304 |
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684,717 |
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60,963 |
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Total Revenues and other income |
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1,454,406 |
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1,026,556 |
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3,781,824 |
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3,462,012 |
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Expenses |
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Depreciation and amortization |
5, 7 |
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393,366 |
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415,970 |
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1,182,086 |
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1,243,586 |
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Asset impairment |
17 |
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49,201 |
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972,921 |
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122,587 |
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1,060,289 |
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Interest expense |
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287,213 |
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307,316 |
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860,917 |
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937,691 |
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Loss on debt extinguishment |
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2,894 |
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42,835 |
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8,955 |
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42,835 |
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Leasing expenses |
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53,519 |
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51,211 |
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157,061 |
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232,082 |
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Selling, general and administrative expenses |
14 |
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68,197 |
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60,918 |
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198,619 |
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178,415 |
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Transaction-related expenses |
15 |
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100,859 |
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— |
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195,534 |
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— |
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Total Expenses |
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955,249 |
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1,851,171 |
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2,725,759 |
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3,694,898 |
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Gain (loss) on investment at fair value |
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2,156 |
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(128,363) |
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(307) |
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(114,421) |
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Income (loss) before income taxes and income of investments
accounted for under the equity method
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501,313 |
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(952,978) |
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1,055,758 |
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(347,307) |
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Income tax (expense) benefit |
13 |
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(62,132) |
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106,077 |
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(142,527) |
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24,311 |
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Equity in net earnings (loss) of investments accounted for under
the equity method
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1,848 |
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(3,901) |
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5,703 |
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(397) |
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Net income (loss) |
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$ |
441,029 |
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$ |
(850,802) |
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$ |
918,934 |
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$ |
(323,393) |
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Net (income) loss attributable to non-controlling
interest
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(7,108) |
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|
873 |
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(7,237) |
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(3,651) |
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Net income (loss) attributable to AerCap Holdings N.V.
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$ |
433,921 |
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$ |
(849,929) |
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$ |
911,697 |
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$ |
(327,044) |
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Basic earnings (loss) per share |
19 |
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$ |
3.39 |
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$ |
(6.66) |
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$ |
7.12 |
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$ |
(2.56) |
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Diluted earnings (loss) per share |
19 |
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$ |
3.35 |
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$ |
(6.66) |
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$ |
7.04 |
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$ |
(2.56) |
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Weighted average shares outstanding - basic |
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128,131,157 |
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127,589,905 |
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128,087,006 |
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127,771,182 |
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Weighted average shares outstanding - diluted |
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129,378,791 |
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127,589,905 |
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129,585,420 |
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127,771,182 |
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The accompanying notes are an integral part of these Unaudited
Financial Statements.
AerCap Holdings N.V. and Subsidiaries
Unaudited Condensed Consolidated Statements of Comprehensive
Income
For the Three and Nine Months Ended September 30, 2021 and
2020
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2021 |
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2020 |
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2021 |
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2020 |
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(U.S. Dollars in thousands) |
Net income (loss) |
$ |
441,029 |
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$ |
(850,802) |
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$ |
918,934 |
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$ |
(323,393) |
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Other comprehensive income (loss): |
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Net gain (loss) on derivatives (Note 9), net of tax of $(2,249),
$(1,600), $(7,588) and $10,766, respectively
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15,741 |
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11,200 |
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53,113 |
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(75,359) |
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Total other comprehensive income (loss) |
15,741 |
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11,200 |
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53,113 |
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(75,359) |
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Comprehensive income (loss) |
456,770 |
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(839,602) |
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|
972,047 |
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(398,752) |
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Comprehensive (income) loss attributable to non-controlling
interest |
(7,108) |
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|
873 |
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(7,237) |
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(3,651) |
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Total comprehensive income (loss) attributable to AerCap Holdings
N.V. |
$ |
449,662 |
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$ |
(838,729) |
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$ |
964,810 |
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$ |
(402,403) |
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The accompanying notes are an integral part of these Unaudited
Financial Statements.
AerCap Holdings N.V. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash
Flows
For the Nine Months Ended September 30, 2021 and 2020
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Nine Months Ended September 30, |
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2021 |
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2020 |
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(U.S. Dollars in thousands) |
Net income (loss) |
$ |
918,934 |
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$ |
(323,393) |
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Adjustments to reconcile net income (loss) to net cash provided by
operating activities: |
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Depreciation and amortization |
1,182,086 |
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1,243,586 |
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Asset impairment |
122,587 |
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|
1,060,289 |
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Amortization of debt issuance costs, debt discount, debt premium
and lease premium |
50,305 |
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|
45,802 |
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Amortization of fair value adjustments on debt |
(12,452) |
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|
(41,418) |
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Maintenance rights write-off (a) |
48,480 |
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|
101,791 |
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Maintenance liability release to income |
(206,085) |
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|
(297,815) |
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Net gain on sale of assets |
(64,881) |
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|
(75,519) |
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Deferred income taxes |
143,222 |
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(21,737) |
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Share-based compensation |
63,956 |
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|
49,513 |
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Collections of finance and sales-type leases |
94,626 |
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|
47,117 |
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Loss on investment at fair value |
307 |
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|
114,421 |
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Loss on debt extinguishment |
8,955 |
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|
42,835 |
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Transaction-related expenses |
158,746 |
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— |
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Other |
22,780 |
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|
150,937 |
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Changes in operating assets and liabilities: |
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Trade receivables |
87,855 |
|
|
(148,184) |
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Other assets |
(413,811) |
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|
(382,914) |
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Accounts payable, accrued expenses and other
liabilities |
(246,296) |
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|
(87,468) |
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Net cash provided by operating activities |
1,959,314 |
|
|
1,477,843 |
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Purchase of flight equipment |
(738,090) |
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|
(306,048) |
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Proceeds from sale or disposal of assets |
393,373 |
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|
379,518 |
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Prepayments on flight equipment |
(75,930) |
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|
(564,927) |
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Net cash used in investing activities |
(420,647) |
|
|
(491,457) |
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Issuance of debt |
1,486,567 |
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|
10,165,837 |
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Repayment of debt |
(2,678,134) |
|
|
(8,451,299) |
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Debt issuance and extinguishment costs paid, net of debt premium
received |
(227,472) |
|
|
(145,260) |
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Maintenance payments received |
267,925 |
|
|
266,654 |
|
Maintenance payments returned |
(172,035) |
|
|
(312,136) |
|
Security deposits received |
155,794 |
|
|
53,915 |
|
Security deposits returned |
(264,674) |
|
|
(216,975) |
|
Dividend paid to non-controlling interest holders and
others |
(251) |
|
|
(2,843) |
|
Repurchase of shares and tax withholdings on share-based
compensation |
(67,453) |
|
|
(119,779) |
|
Net cash (used in) provided by financing activities |
(1,499,733) |
|
|
1,238,114 |
|
Net increase in cash, cash equivalents and restricted
cash |
38,934 |
|
|
2,224,500 |
|
Effect of exchange rate changes |
281 |
|
|
939 |
|
Cash, cash equivalents and restricted cash at beginning of
period |
1,495,290 |
|
|
1,300,347 |
|
Cash, cash equivalents and restricted cash at end of
period |
$ |
1,534,505 |
|
|
$ |
3,525,786 |
|
The accompanying notes are an integral part of these Unaudited
Financial Statements.
AerCap Holdings N.V. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(Continued)
For the Nine Months Ended September 30, 2021 and 2020
|
|
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|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
2021 |
|
2020 |
|
(U.S. Dollars in thousands) |
Supplemental cash flow information: |
|
|
|
Interest paid, net of amounts capitalized |
$ |
925,901 |
|
|
$ |
946,322 |
|
Income taxes paid (refunded), net |
2,192 |
|
|
(7,286) |
|
(a)Maintenance
rights write-off consisted of the following:
|
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|
|
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|
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|
|
End of Lease (“EOL”) and Maintenance Reserved (“MR”) contract
maintenance rights expense |
$ |
6,196 |
|
|
$ |
39,719 |
|
MR contract maintenance rights write-off due to maintenance
liability release |
16,096 |
|
|
18,117 |
|
EOL contract maintenance rights write-off due to cash
receipt |
26,188 |
|
|
43,954 |
|
Maintenance rights write-off |
$ |
48,480 |
|
|
$ |
101,790 |
|
The accompanying notes are an integral part of these Unaudited
Financial Statements.
AerCap Holdings N.V. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(Continued)
For the Nine Months Ended September 30, 2021 and 2020
Non-Cash Investing and Financing Activities
Nine Months Ended September 30, 2021:
Flight equipment held for operating leases in the amount of $19.9
million was reclassified to investment in finance and sales-type
leases, net.
Flight equipment held for operating leases in the amount of $273.0
million was reclassified to flight equipment held for
sale.
Accrued maintenance liability in the amount of $21.0 million
was settled with buyers upon sale or disposal of
assets.
Nine Months Ended September 30, 2020:
Flight equipment held for operating leases in the amount of $37.7
million was reclassified to investment in finance and sales-type
leases, net.
Flight equipment held for operating leases in the amount of $81.0
million was reclassified to flight equipment held for
sale.
Accrued maintenance liability in the amount of $95.0 million
was settled with buyers upon sale or disposal of
assets.
Other assets and Accounts payable, accrued expenses and other
liabilities each increased by $185.7 million due to the
Norwegian Air Shuttle ASA recapitalization.
The accompanying notes are an integral part of these Unaudited
Financial Statements.
AerCap Holdings N.V. and Subsidiaries
Unaudited Condensed Consolidated Statements of Equity
For the Three Months Ended September 30, 2021 and 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of ordinary shares issued |
|
Ordinary share capital |
|
Additional
paid-in
capital |
|
Treasury
shares |
|
Accumulated other comprehensive loss |
|
Accumulated retained earnings |
|
AerCap Holdings N.V. shareholders’ equity |
|
Non-controlling interest |
|
Total equity |
|
(U.S. Dollars in thousands, except share data) |
Balance as of
June 30, 2021
|
138,847,345 |
|
|
$ |
1,721 |
|
|
$ |
1,924,771 |
|
|
$ |
(313,952) |
|
|
$ |
(117,713) |
|
|
$ |
7,888,710 |
|
|
$ |
9,383,537 |
|
|
$ |
67,962 |
|
|
$ |
9,451,499 |
|
Dividends paid |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(68) |
|
|
(68) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares
issued, net of
tax withholdings
|
— |
|
|
— |
|
|
(213) |
|
|
45 |
|
|
— |
|
|
(50) |
|
|
(218) |
|
|
— |
|
|
(218) |
|
Share-based
compensation
|
— |
|
|
— |
|
|
21,971 |
|
|
— |
|
|
— |
|
|
— |
|
|
21,971 |
|
|
— |
|
|
21,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive
income
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
15,741 |
|
|
433,921 |
|
|
449,662 |
|
|
7,108 |
|
|
456,770 |
|
Balance as of
September 30, 2021
|
138,847,345 |
|
|
$ |
1,721 |
|
|
$ |
1,946,529 |
|
|
$ |
(313,907) |
|
|
$ |
(101,972) |
|
|
$ |
8,322,581 |
|
|
$ |
9,854,952 |
|
|
$ |
75,002 |
|
|
$ |
9,929,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of ordinary shares issued |
|
Ordinary share capital |
|
Additional
paid-in
capital |
|
Treasury
shares |
|
Accumulated other comprehensive loss |
|
Accumulated retained earnings |
|
AerCap Holdings N.V. shareholders’ equity |
|
Non-controlling interest |
|
Total equity |
|
(U.S. Dollars in thousands, except share data) |
Balance as of
June 30, 2020
|
138,847,345 |
|
|
$ |
1,721 |
|
|
$ |
2,076,149 |
|
|
$ |
(496,217) |
|
|
$ |
(180,146) |
|
|
$ |
8,232,470 |
|
|
$ |
9,633,977 |
|
|
$ |
69,086 |
|
|
$ |
9,703,063 |
|
Dividends paid |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(97) |
|
|
(97) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares
issued, net of
tax withholdings
|
— |
|
|
— |
|
|
(3,221) |
|
|
4,184 |
|
|
— |
|
|
(1,842) |
|
|
(879) |
|
|
— |
|
|
(879) |
|
Share-based
compensation
|
— |
|
|
— |
|
|
17,004 |
|
|
— |
|
|
— |
|
|
— |
|
|
17,004 |
|
|
— |
|
|
17,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive
income (loss)
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
11,200 |
|
|
(849,929) |
|
|
(838,729) |
|
|
(873) |
|
|
(839,602) |
|
Balance as of
September 30, 2020
|
138,847,345 |
|
|
$ |
1,721 |
|
|
$ |
2,089,932 |
|
|
$ |
(492,033) |
|
|
$ |
(168,946) |
|
|
$ |
7,380,699 |
|
|
$ |
8,811,373 |
|
|
$ |
68,116 |
|
|
$ |
8,879,489 |
|
The accompanying notes are an integral part of these Unaudited
Financial Statements.
AerCap Holdings N.V. and Subsidiaries
Unaudited Condensed Consolidated Statements of Equity
For the Nine Months Ended September 30, 2021 and 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of ordinary shares issued |
|
Ordinary share capital |
|
Additional
paid-in
capital |
|
Treasury
shares |
|
Accumulated other comprehensive loss |
|
Accumulated retained earnings |
|
AerCap Holdings N.V. shareholders’ equity |
|
Non-controlling interest |
|
Total equity |
|
(U.S. Dollars in thousands, except share data) |
Balance as of
December 31, 2020
|
138,847,345 |
|
|
$ |
1,721 |
|
|
$ |
2,078,125 |
|
|
$ |
(459,994) |
|
|
$ |
(155,085) |
|
|
$ |
7,399,703 |
|
|
$ |
8,864,470 |
|
|
$ |
68,016 |
|
|
$ |
8,932,486 |
|
Dividends paid |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(251) |
|
|
(251) |
|
Repurchase of
shares
|
— |
|
|
— |
|
|
— |
|
|
(28,668) |
|
|
— |
|
|
— |
|
|
(28,668) |
|
|
— |
|
|
(28,668) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares
issued, net of
tax withholdings
|
— |
|
|
— |
|
|
(195,553) |
|
|
174,755 |
|
|
— |
|
|
11,181 |
|
|
(9,617) |
|
|
— |
|
|
(9,617) |
|
Share-based
compensation
|
— |
|
|
— |
|
|
63,957 |
|
|
— |
|
|
— |
|
|
— |
|
|
63,957 |
|
|
— |
|
|
63,957 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive
income
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
53,113 |
|
|
911,697 |
|
|
964,810 |
|
|
7,237 |
|
|
972,047 |
|
Balance as of
September 30, 2021
|
138,847,345 |
|
|
$ |
1,721 |
|
|
$ |
1,946,529 |
|
|
$ |
(313,907) |
|
|
$ |
(101,972) |
|
|
$ |
8,322,581 |
|
|
$ |
9,854,952 |
|
|
$ |
75,002 |
|
|
$ |
9,929,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of ordinary shares issued |
|
Ordinary share capital |
|
Additional
paid-in
capital |
|
Treasury
shares |
|
Accumulated other comprehensive loss |
|
Accumulated retained earnings |
|
AerCap Holdings N.V. shareholders’ equity |
|
Non-controlling interest |
|
Total equity |
|
(U.S. Dollars in thousands, except share data) |
Balance as of
December 31, 2019
|
141,847,345 |
|
|
$ |
1,754 |
|
|
$ |
2,209,462 |
|
|
$ |
(537,341) |
|
|
$ |
(93,587) |
|
|
$ |
7,734,609 |
|
|
$ |
9,314,897 |
|
|
$ |
67,308 |
|
|
$ |
9,382,205 |
|
Dividends paid |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,843) |
|
|
(2,843) |
|
Repurchase of
shares
|
— |
|
|
— |
|
|
— |
|
|
(117,302) |
|
|
— |
|
|
— |
|
|
(117,302) |
|
|
— |
|
|
(117,302) |
|
Share cancellation |
(3,000,000) |
|
|
(33) |
|
|
(149,203) |
|
|
149,236 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Ordinary shares
issued, net of
tax withholdings
|
— |
|
|
— |
|
|
(19,840) |
|
|
13,374 |
|
|
— |
|
|
(1,088) |
|
|
(7,554) |
|
|
— |
|
|
(7,554) |
|
Share-based
compensation
|
— |
|
|
— |
|
|
49,513 |
|
|
— |
|
|
— |
|
|
— |
|
|
49,513 |
|
|
— |
|
|
49,513 |
|
Cumulative effect due
to adoption of new
accounting standard
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(25,778) |
|
|
(25,778) |
|
|
— |
|
|
(25,778) |
|
Total comprehensive
(loss) income
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(75,359) |
|
|
(327,044) |
|
|
(402,403) |
|
|
3,651 |
|
|
(398,752) |
|
Balance as of
September 30, 2020
|
138,847,345 |
|
|
$ |
1,721 |
|
|
$ |
2,089,932 |
|
|
$ |
(492,033) |
|
|
$ |
(168,946) |
|
|
$ |
7,380,699 |
|
|
$ |
8,811,373 |
|
|
$ |
68,116 |
|
|
$ |
8,879,489 |
|
The accompanying notes are an integral part of these Unaudited
Financial Statements.
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
1. General
The Company
AerCap Holdings N.V., together with its subsidiaries (“AerCap,”
“we,” “us” or the “Company”), is the global leader in aircraft
leasing. Our ordinary shares are listed on the New York Stock
Exchange under the ticker symbol AER. Our headquarters is located
in Dublin, and we have offices in Shannon, Los Angeles, Singapore,
Amsterdam, Shanghai and Abu Dhabi and other locations. We also have
representative offices at the world’s largest aircraft
manufacturers, The Boeing Company (“Boeing”) in Seattle and Airbus
S.A.S. (“Airbus”) in Toulouse.
The Condensed Consolidated Financial Statements presented herein
include the accounts of AerCap Holdings N.V. and its
subsidiaries. AerCap Holdings N.V. was incorporated in the
Netherlands as a public limited liability company
(“naamloze
vennootschap” or “N.V.”)
on July 10, 2006.
GECAS Transaction
AerCap completed the acquisition of GE Capital Aviation Services
(“GECAS”) from General Electric (“GE”) (the “GECAS Transaction”) on
November 1, 2021 (the “Closing Date”). Under the terms of the
transaction agreement, GE received 111.5 million newly issued
AerCap shares, approximately $23 billion of cash and $1 billion of
AerCap notes. GE now owns approximately 46% of AerCap’s outstanding
shares. In connection with the GECAS Transaction, Jennifer VanBelle
has joined the Board of Directors of AerCap, bringing the number of
directors serving on AerCap’s Board of Directors to ten. The GE
shares are subject to a lock-up period which will expire in stages
from nine to 15 months after the Closing Date. GE has entered into
agreements with AerCap regarding voting restrictions, standstill
provisions and certain registration rights.
The GECAS Transaction will be accounted for in accordance with the
acquisition method of accounting, which requires that assets
acquired and liabilities assumed are recognized at their fair
values as of the acquisition date. Due to the limited time since
the Closing Date, the initial purchase allocation for the business
combination has not been completed. Also, the Company is unable to
provide pro forma revenues and earnings of the combined entity.
This information will be included in the Company’s Annual Report on
Form 20-F for the year ended 2021.
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
2. Basis of presentation
General
Our Condensed Consolidated Financial Statements are presented in
accordance with Accounting Principles Generally Accepted in the
United States of America (“U.S. GAAP”).
We consolidate all companies in which we have direct and indirect
legal or effective control and all VIEs for which we are deemed the
Primary Beneficiary (“PB”) under Accounting Standards Codification
(“ASC”) 810. All intercompany balances and transactions with
consolidated subsidiaries are eliminated. The results of
consolidated entities are included from the effective date of
control or, in the case of VIEs, from the date that we are or
become the PB. The results of subsidiaries sold or otherwise
deconsolidated are excluded from the date that we cease to control
the subsidiary or, in the case of VIEs, when we cease to be the
PB.
Unconsolidated investments where we have significant influence are
reported using the equity method of accounting.
Our Condensed Consolidated Financial Statements are stated in U.S.
dollars, which is our functional currency.
Our interim financial statements have been prepared pursuant to the
rules of the U.S. Securities and Exchange Commission (“SEC”) and
U.S. GAAP for interim financial reporting, and reflect all
adjustments that are necessary to fairly state the results for the
interim periods presented. Certain information and footnote
disclosures required by U.S. GAAP for complete annual financial
statements have been omitted and, therefore, our interim financial
statements should be read in conjunction with our Annual Report on
Form 20-F for the year ended December 31, 2020, filed with the
SEC on March 2, 2021. The results of operations for the three
and nine months ended September 30, 2021 are not necessarily
indicative of those for a full fiscal year.
Due to rounding, numbers presented throughout this document may not
add up precisely to the totals provided and percentages may not
precisely reflect the absolute figures.
Use of estimates
The preparation of Condensed Consolidated Financial Statements in
conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. The use of
estimates is or could be a significant factor affecting the
reported carrying values of flight equipment, intangible assets,
investment in finance lease and sales type-leases, investments,
trade and notes receivables, deferred income tax assets and
accruals and maintenance liabilities. Actual results may differ
from our estimates under different conditions, sometimes
materially.
Reportable segments
We manage our business and analyze and report our results of
operations on the basis of one business segment: leasing,
financing, sales and management of commercial aircraft and
engines.
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
3. Summary of significant accounting policies
Our significant accounting policies are described in our Annual
Report on Form 20-F for the year ended December 31, 2020,
filed with the SEC on March 2, 2021.
Future application of accounting standards:
Reference Rate Reform
In March 2020, the Financial Accounting Standards Board
(“FASB”)
issued Accounting Standards Update 2020-04, Reference Rate Reform
(ASC 848) Facilitation of the Effects of Reference Rate Reform on
Financial Reporting (“ASC 848”). ASC 848 provides temporary
optional expedients and exceptions to the U.S. GAAP guidance on
contract modifications and hedge accounting to reduce the financial
reporting burden in light of the market transition from London
Interbank Offered Rates (“LIBOR”) and other reference interest
rates to alternative reference rates.
Under ASC 848 companies can elect not to apply certain modification
accounting requirements to contracts affected by reference rate
reform if certain criteria are met. An entity that makes this
election would not be required to remeasure the contracts at the
modification date or reassess a previous accounting determination.
The amendments of ASC 848 apply only to contracts, hedging
relationships and other transactions that reference LIBOR or
another reference rate expected to be discontinued because of
reference rate reform. The amendments in ASC 848 are effective from
March 12, 2020 through December 31, 2022 and can be adopted
prospectively for any interim period that includes or is subsequent
to March 12, 2020. We have not adopted ASC 848 for this interim
period and are currently evaluating the adoption impact the
standard may have on our financial statements.
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
4. Cash, cash equivalents and restricted cash
Our restricted cash balance was $223.3 million and $246.5
million as of September 30, 2021 and December 31, 2020,
respectively, and was primarily related to our Export Credit Agency
(“ECA”) financings and Export-Import Bank of the United States
(“Ex-Im”) financings, our AerFunding revolving credit facility, our
Brazilian Development Bank (“BNDES”) financing and other debt. See
Note 12—Debt.
The following is a reconciliation of cash, cash equivalents and
restricted cash as of September 30, 2021, December 31,
2020 and September 30, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021 |
|
December 31, 2020 |
|
September 30, 2020 |
Cash and cash equivalents |
$ |
1,311,234 |
|
|
$ |
1,248,772 |
|
|
$ |
3,244,433 |
|
Restricted cash |
223,271 |
|
|
246,518 |
|
|
281,353 |
|
Total cash, cash equivalents and restricted cash |
$ |
1,534,505 |
|
|
$ |
1,495,290 |
|
|
$ |
3,525,786 |
|
5. Flight equipment held for operating leases, net
Movements in flight equipment held for operating leases during the
nine months ended September 30, 2021 and 2020 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
2021 |
|
2020 |
Net book value at beginning of period |
$ |
35,156,450 |
|
|
$ |
35,870,781 |
|
Additions |
1,120,955 |
|
|
1,168,219 |
|
Depreciation |
(1,163,646) |
|
|
(1,224,638) |
|
Disposals and transfers to held for sale |
(559,891) |
|
|
(81,025) |
|
Transfers to investment in finance and sales-type leases,
net |
(19,890) |
|
|
(37,678) |
|
Impairment (Note 17) |
(122,587) |
|
|
(959,962) |
|
Net book value at end of period |
$ |
34,411,391 |
|
|
$ |
34,735,697 |
|
|
|
|
|
Accumulated depreciation and impairment as of September 30, 2021
and 2020 |
$ |
(10,722,627) |
|
|
$ |
(9,525,280) |
|
6. Investment in finance and sales-type leases, net
Components of investment in finance and sales-type leases, net as
of September 30, 2021 and December 31, 2020 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021 |
|
December 31, 2020 |
Future minimum lease payments to be received
|
$ |
527,703 |
|
|
$ |
608,950 |
|
Estimated residual values of leased flight equipment
|
574,383 |
|
|
589,872 |
|
Less: Unearned income
|
(235,812) |
|
|
(260,708) |
|
Allowance for credit losses (Note 18) |
(51,285) |
|
|
(59,663) |
|
|
$ |
814,989 |
|
|
$ |
878,451 |
|
During the three months ended September 30, 2021 and 2020, we
recognized interest income from investment in finance and
sales-type leases, net of $12.1 million and $14.6 million,
respectively, included in basic lease rents. During the nine months
ended September 30, 2021 and 2020, we recognized interest income
from net investment in finance and sales-type leases of
$36.8 million and $41.8 million, respectively, included
in basic lease rents.
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
7. Intangibles
Maintenance rights and lease premium, net
Maintenance rights and lease premium, net consisted of the
following as of September 30, 2021 and December 31,
2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021 |
|
December 31, 2020 |
Maintenance rights |
$ |
591,983 |
|
|
$ |
642,825 |
|
Lease premium, net |
2,702 |
|
|
7,089 |
|
|
$ |
594,685 |
|
|
$ |
649,914 |
|
Movements in maintenance rights during the nine months ended
September 30, 2021 and 2020 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
2021 |
|
2020 |
Maintenance rights at beginning of period
|
$ |
642,825 |
|
|
$ |
794,798 |
|
EOL and MR contract maintenance rights expense
|
(6,196) |
|
|
(39,719) |
|
MR contract maintenance rights write-off due to maintenance
liability release
|
(16,096) |
|
|
(18,117) |
|
EOL contract maintenance rights write-off due to cash
receipt
|
(26,188) |
|
|
(43,954) |
|
EOL and MR contract maintenance rights write-off due to sale of
aircraft |
(2,362) |
|
|
(18,860) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Maintenance rights at end of period
|
$ |
591,983 |
|
|
$ |
674,148 |
|
Other intangibles
Other intangibles consisted of the following as of
September 30, 2021 and December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021 |
|
December 31, 2020 |
Customer relationships, net |
$ |
203,707 |
|
|
$ |
219,589 |
|
Contractual vendor intangible assets |
3,862 |
|
|
5,045 |
|
|
$ |
207,569 |
|
|
$ |
224,634 |
|
The following tables present details of customer relationships and
related accumulated amortization as of September 30, 2021 and
December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021 |
|
Gross carrying amount |
|
Accumulated
amortization |
|
Net carrying amount |
Customer relationships |
$ |
360,000 |
|
|
$ |
(156,293) |
|
|
$ |
203,707 |
|
|
|
|
|
|
|
|
December 31, 2020 |
|
Gross carrying amount |
|
Accumulated
amortization |
|
Net carrying amount |
Customer relationships |
$ |
360,000 |
|
|
$ |
(140,411) |
|
|
$ |
219,589 |
|
During the three months ended September 30, 2021 and 2020, we
recorded amortization expense for customer relationships of $5.3
million. During the nine months ended September 30, 2021 and 2020,
we recorded amortization expense for customer relationships of
$15.9 million.
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
8. Other assets
Other assets consisted of the following as of September 30,
2021 and December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021 |
|
|
December 31, 2020 |
Notes receivable, net of allowance for credit losses (a)
(b) |
$ |
461,202 |
|
|
|
$ |
529,172 |
|
Straight-line rents, prepaid expenses and other |
197,749 |
|
|
|
125,541 |
|
Investments |
167,132 |
|
|
|
138,065 |
|
Lease incentives |
159,475 |
|
|
|
177,028 |
|
Debt issuance costs |
52,822 |
|
|
(c) |
20,722 |
|
Operating lease right of use assets |
33,416 |
|
|
|
40,603 |
|
Other tangible fixed assets |
20,800 |
|
|
|
22,512 |
|
Derivative assets (Note 9) |
9,766 |
|
|
|
3,303 |
|
Other receivables |
567,721 |
|
|
(d) |
172,488 |
|
|
$ |
1,670,083 |
|
|
|
$ |
1,229,434 |
|
(a)Notes
receivable as of September 30, 2021 and December 31, 2020
included $427 million and $490 million, respectively, related to
agreements we have executed with customers to reschedule certain
lease payments under our leases that are due at the reporting
dates. Notes receivable as of September 30, 2021 and December
31, 2020 also included $34 million and $39 million,
respectively, related to aircraft sale and other
transactions.
(b)As
of September 30, 2021 and December 31, 2020, we had $32
million and $7 million, respectively, allowance for credit
losses on notes receivable. Please refer to Note
18—Allowance
for credit losses
for further details.
(c)Debt
issuance costs as of September 30, 2021 included $38 million
primarily related to fees associated with the bridge financing for
the GECAS Transaction.
(d)Other
receivables as of September 30, 2021 included
$409 million related to proceeds from the sale of unsecured
claims that were received in October 2021.
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
9. Derivative financial instruments
We have entered into interest rate derivatives to hedge the current
and future interest rate payments on our variable rate debt. These
derivative financial instruments can include interest rate swaps,
caps, floors, options and forward contracts.
As of September 30, 2021, we had interest rate caps and swaps
outstanding, with underlying variable benchmark interest rates
ranging from one to six-month U.S. dollar LIBOR.
Some of our agreements with derivative counterparties require a
two-way cash collateralization of derivative fair values. We had
not advanced any cash collateral to counterparties as of
September 30, 2021 or December 31, 2020.
The counterparties to our interest rate derivatives are primarily
major international financial institutions. We continually monitor
our positions and the credit ratings of the counterparties involved
and limit the amount of credit exposure to any one party. We could
be exposed to potential losses due to the credit risk of
non-performance by these counterparties. We have not experienced
any material losses to date.
Our derivative assets are recorded in other assets and our
derivative liabilities are recorded in accounts payable, accrued
expenses and other liabilities in our Condensed Consolidated
Balance Sheets. The following tables present notional amounts and
fair values of derivatives outstanding as of September 30,
2021 and December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021 |
|
December 31, 2020 |
|
Notional amount (a) |
|
Fair value |
|
Notional amount (a) |
|
Fair value |
Derivative assets not designated as accounting hedges:
|
|
|
|
|
|
|
|
Interest rate caps |
$ |
2,734,500 |
|
|
$ |
8,255 |
|
|
$ |
3,022,000 |
|
|
$ |
2,790 |
|
Derivative assets designated as accounting cash flow
hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate caps |
$ |
475,000 |
|
|
$ |
1,511 |
|
|
$ |
475,000 |
|
|
$ |
513 |
|
Total derivative assets |
|
|
$ |
9,766 |
|
|
|
|
$ |
3,303 |
|
(a)The
notional amount is excluded for caps and swaps which are not yet
effective.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021 |
|
December 31, 2020 |
|
Notional amount (a) |
|
Fair value |
|
Notional amount (a) |
|
Fair value |
Derivative liabilities not designated as cash flow
hedges:
|
|
|
|
|
|
|
|
Interest rate swaps |
$ |
400,000 |
|
|
$ |
9,441 |
|
|
$ |
400,000 |
|
|
$ |
14,933 |
|
Derivative liabilities designated as accounting cash flow
hedges:
|
|
|
|
|
|
|
|
Interest rate swaps |
$ |
2,966,000 |
|
|
$ |
95,188 |
|
|
$ |
3,331,000 |
|
|
$ |
152,370 |
|
Total derivative liabilities |
|
|
$ |
104,629 |
|
|
|
|
$ |
167,303 |
|
(a)The
notional amount is excluded for caps and swaps which are not yet
effective.
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
9. Derivative financial instruments (Continued)
We recorded the following in other comprehensive income (loss)
related to derivative financial instruments for the three and nine
months ended September 30, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Gain (Loss) |
|
|
|
|
|
|
|
Effective portion of change in fair market value of derivatives
designated as accounting cash flow hedges:
|
|
|
|
|
|
|
|
Interest rate swaps |
$ |
17,239 |
|
|
$ |
12,662 |
|
|
$ |
57,182 |
|
|
$ |
(81,297) |
|
Interest rate caps |
(145) |
|
|
(291) |
|
|
997 |
|
|
(5,922) |
|
Derivative premium and amortization |
896 |
|
|
429 |
|
|
2,522 |
|
|
1094 |
|
Income tax effect |
(2,249) |
|
|
(1,600) |
|
|
(7,588) |
|
|
10,766 |
|
Net gain (loss) on derivatives, net of tax |
$ |
15,741 |
|
|
$ |
11,200 |
|
|
$ |
53,113 |
|
|
$ |
(75,359) |
|
We expect to reclassify approximately $59 million from accumulated
other comprehensive income (loss) (“AOCI”) as an increase in
interest expense in our Condensed Consolidated Income Statements
over the next 12 months.
The following table presents the effect of derivatives recorded as
reductions to or (increases) in interest expense in our Condensed
Consolidated Income Statements for the three and nine months ended
September 30, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Gain (Loss) |
|
|
|
|
|
|
|
Derivatives not designated as accounting hedges: |
|
|
|
|
|
|
|
Interest rate caps and swaps |
$ |
1,268 |
|
|
$ |
(11) |
|
|
$ |
10,956 |
|
|
$ |
(14,665) |
|
Reclassification to Condensed Consolidated Income
Statements: |
|
|
|
|
|
|
|
Reclassification of amounts previously recorded within
AOCI |
(21,780) |
|
|
(20,618) |
|
|
(59,590) |
|
|
(35,699) |
|
Loss recognized in interest expense |
$ |
(20,512) |
|
|
$ |
(20,629) |
|
|
$ |
(48,634) |
|
|
$ |
(50,364) |
|
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
10. Accounts payable, accrued expenses and other
liabilities
Accounts payable, accrued expenses and other liabilities consisted
of the following as of September 30, 2021 and
December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021 |
|
December 31, 2020 |
Deferred revenue |
$ |
276,833 |
|
|
$ |
399,820 |
|
Accounts payable and accrued expenses |
263,560 |
|
|
222,203 |
|
Accrued interest |
196,160 |
|
|
270,576 |
|
Derivative liabilities (Note 9) |
104,629 |
|
|
167,303 |
|
Operating lease liabilities |
39,991 |
|
|
49,423 |
|
|
|
|
|
|
$ |
881,173 |
|
|
$ |
1,109,325 |
|
11. Accrued maintenance liability
Movements in accrued maintenance liability during the nine months
ended September 30, 2021 and 2020 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
2021 |
|
2020 |
Accrued maintenance liability at beginning of period |
$ |
1,750,395 |
|
|
$ |
2,190,159 |
|
Maintenance payments received |
267,925 |
|
|
266,654 |
|
Maintenance payments returned |
(172,035) |
|
|
(312,136) |
|
Release to income upon sale |
(20,958) |
|
|
(95,042) |
|
Release to income other than upon sale |
(206,085) |
|
|
(291,232) |
|
Lessor contribution, top-ups and other |
(22,828) |
|
|
69,843 |
|
Accrued maintenance liability at end of period |
$ |
1,596,414 |
|
|
$ |
1,828,246 |
|
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
12. Debt
As of September 30, 2021, the principal amount of our
outstanding indebtedness totaled $27.7 billion, which excluded fair
value adjustments of $7.2 million and debt issuance costs, debt
discounts and debt premium of $191.7 million, and our undrawn lines
of credit and other available secured debt were approximately $6.0
billion, availability of which is subject to certain conditions,
including compliance with certain financial covenants. As of
September 30, 2021, we remained in compliance with the
financial covenants across our various debt
obligations.
The following table provides a summary of our indebtedness as of
September 30, 2021 and December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021 |
|
December 31, 2020 |
Debt obligation |
|
Collateral (Number of
aircraft) |
|
Commitment |
|
Undrawn amounts |
|
Amount outstanding |
|
Weighted average interest rate (a) |
|
Maturity |
|
Amount outstanding |
Unsecured |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ILFC Legacy Notes |
|
|
|
$ |
1,034,274 |
|
|
$ |
— |
|
|
$ |
1,034,274 |
|
|
6.63 % |
|
2022 |
|
$ |
1,198,888 |
|
AerCap Trust (b) & AICDC (c)
Notes
|
|
|
|
12,966,787 |
|
|
— |
|
|
12,966,787 |
|
|
4.05 % |
|
2021-2028 |
|
12,797,126 |
|
Asia Revolving Credit Facility |
|
|
|
684,000 |
|
|
684,000 |
|
|
— |
|
|
— |
|
|
2024 |
|
— |
|
Citi Revolving Credit Facility |
|
|
|
4,000,000 |
|
|
4,000,000 |
|
|
— |
|
|
— |
|
|
2024 |
|
— |
|
Other unsecured debt |
|
|
|
1,874,000 |
|
|
— |
|
|
1,874,000 |
|
|
1.80 % |
|
2022-2024 |
|
1,759,000 |
|
Fair value adjustment |
|
|
|
|
|
|
|
8,649 |
|
|
|
|
|
|
21,716 |
|
TOTAL UNSECURED |
|
|
|
$ |
20,559,061 |
|
|
$ |
4,684,000 |
|
|
$ |
15,883,710 |
|
|
|
|
|
|
$ |
15,776,730 |
|
Secured |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Export credit facilities (d) |
|
33 |
|
|
1,217,812 |
|
|
— |
|
|
1,217,812 |
|
|
2.06 % |
|
2023-2033 |
|
1,023,912 |
|
Institutional secured term loans
& secured portfolio loans
|
|
183 |
|
|
6,570,231 |
|
|
— |
|
|
6,570,231 |
|
|
2.57 % |
|
2022-2032 |
|
6,989,633 |
|
AerFunding Revolving Credit
Facility
|
|
31 |
|
|
2,075,000 |
|
|
1,022,762 |
|
|
1,052,238 |
|
|
2.83 % |
|
2025 |
|
2,074,881 |
|
Other secured debt |
|
23 |
|
|
1,043,110 |
|
|
327,772 |
|
|
715,338 |
|
|
3.21 % |
|
2022-2039 |
|
778,273 |
|
Fair value adjustment |
|
|
|
|
|
|
|
(1,214) |
|
|
|
|
|
|
(1,827) |
|
TOTAL SECURED |
|
|
|
$ |
10,906,153 |
|
|
$ |
1,350,534 |
|
|
$ |
9,554,405 |
|
|
|
|
|
|
$ |
10,864,872 |
|
Subordinated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated Notes
|
|
|
|
2,250,000 |
|
|
— |
|
|
2,250,000 |
|
|
4.98 |
% |
|
2025-2079 |
|
2,250,000 |
|
Subordinated debt issued by joint
ventures
|
|
|
|
43,521 |
|
|
— |
|
|
43,521 |
|
|
— |
|
|
2023-2026 |
|
43,521 |
|
Fair value adjustment |
|
|
|
|
|
|
|
(216) |
|
|
|
|
|
|
(219) |
|
TOTAL SUBORDINATED |
|
|
|
$ |
2,293,521 |
|
|
$ |
— |
|
|
$ |
2,293,305 |
|
|
|
|
|
|
$ |
2,293,302 |
|
Debt issuance costs, debt discounts and debt premium
|
|
|
|
|
|
|
|
(191,726) |
|
|
|
|
|
|
(192,823) |
|
|
|
270 |
|
|
$ |
33,758,735 |
|
|
$ |
6,034,534 |
|
|
$ |
27,539,694 |
|
|
|
|
|
|
$ |
28,742,081 |
|
(a)The
weighted average interest rate for our floating rate debt is
calculated based on the U.S. dollar LIBOR rate as of the last
interest payment date of the respective debt, and excludes the
impact of related derivative financial instruments which we hold to
hedge our exposure to floating interest rates, as well as any
amortization of debt issuance costs, debt discounts and debt
premium. The institutional secured term loans and secured portfolio
loans also contain base rate alternatives.
(b)AerCap
Global Aviation Trust, a Delaware Statutory Trust (“AerCap
Trust”).
(c)AerCap
Ireland Capital Designated Activity Company, a designated activity
company with limited liability incorporated under the laws of
Ireland (“AICDC”).
(d)An
additional $0.8 billion of commitment has been approved by the
Export Credit Agencies, subject to customary conditions at
drawdown.
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
12. Debt (Continued)
Additional details of the principal terms of our indebtedness can
be found in our Annual Report on Form 20-F for the year ended
December 31, 2020, filed with the SEC on March 2, 2021.
The material changes to our indebtedness since the filing of that
report, except for scheduled repayments, are described
below.
AerCap Trust & AICDC Notes and ILFC Legacy Notes
In January 2021, AerCap Trust and AICDC co-issued $1.0 billion
aggregate principal amount of 1.75% Senior Notes due 2026 (“January
Notes Offering”). The proceeds from the January Notes Offering will
be used for general corporate purposes.
In February 2021, AerCap Trust and AICDC repurchased and retired
$544.0 million aggregate principal amount of 4.50% Senior
Notes due 2021 for an aggregate total consideration of
approximately $555.4 million.
Revolving Credit Facility
On March 30, 2021, AerCap and AICDC entered into a
$4.35 billion unsecured revolving credit agreement (the
“Revolving Credit Facility”) with a syndicate of lenders and
Citibank N.A., as administrative agent, and a maturity of the
earlier of September 30, 2025 and the date that is four years after
the closing of the GECAS Transaction.
The obligations under the Revolving Credit Facility are guaranteed
by AerCap and certain of its subsidiaries. Availability of
borrowings under the Revolving Credit Facility became effective
upon the Closing Date.
The Revolving Credit Facility contains covenants customary for
unsecured financings of this type that will apply from and after
the closing of the GECAS Transaction, including financial covenants
that require us to maintain compliance with a maximum ratio of
consolidated indebtedness to shareholders’ equity, a minimum fixed
charge coverage ratio and a maximum ratio of unencumbered assets to
certain financial indebtedness. The Revolving Credit Facility also
contain covenants that will apply from and after the closing of the
GECAS Transaction that, among other things, restrict, subject to
certain exceptions, the ability of AerCap to sell assets, make
certain restricted payments and incur certain liens.
GECAS Transaction Financings
Bridge Credit Facility and Term Loan Credit Facility
On March 30, 2021, AerCap and AICDC entered into a
$19.0 billion 364-day unsecured Bridge Credit Agreement (the
“Bridge Credit Facility”) and a $5.0 billion twelve-month Term
Loan Credit Agreement (the “Term Loan Credit Agreement” and,
together with the Bridge Credit Facility, the “GECAS Transaction
Financings”), each with a syndicate of lenders and Citibank, N.A.,
as administrative agent. Commitment costs relating to the GECAS
Transaction Financings are capitalized and included in other
assets. Please refer to Note 8—Other
assets.
The amortization of commitment costs is included in
transaction-related expenses. Please refer to Note
15—Transaction-related
expenses.
The obligations under each of the GECAS Transaction Financings were
guaranteed by AerCap and certain of its subsidiaries.
As of September 30, 2021 there were no loans outstanding under
the GECAS Transaction Financings. In addition to the satisfaction
of other customary conditions precedent, the availability of loans
under the GECAS Transaction Financings was subject to the closing
of the GECAS Transaction. The GECAS Transaction Financings
contained covenants customary for unsecured financings of this type
that applied from and after the closing of the GECAS Transaction,
including financial covenants that required us to maintain
compliance with a maximum ratio of consolidated indebtedness to
shareholders’ equity, a minimum fixed charge coverage ratio and a
maximum ratio of unencumbered assets to certain financial
indebtedness. The GECAS Transaction Financings also contained
covenants that applied from and after the closing of the GECAS
Transaction that, among other things, restrict, subject to certain
exceptions, the ability of AerCap to sell assets, make certain
restricted payments and incur certain liens.
On October 29, 2021, the Bridge Credit Facility was terminated in
connection with the closing of the GECAS Transaction. On November
1, 2021, $2.0 billion was drawn under the Term Loan Credit
Agreement to pay a portion of the cash consideration due under the
transaction agreement. On November 5, 2021, the Term Loan Credit
Agreement was repaid and terminated in connection with the closing
of the GECAS Transaction.
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
12. Debt (Continued)
GECAS Acquisition Notes
AerCap Trust and AICDC co-issued $21 billion of Senior Unsecured
Notes in aggregate (the “GECAS Acquisition Notes”) in connection
with the GECAS Transaction on October 29, 2021. The GECAS
Acquisition Notes consist of $1.75 billion aggregate principal
amount of 1.15% Senior Notes due 2023, $3.25 billion aggregate
principal amount of 1.65% Senior Notes due 2024, $1.0 billion
aggregate principal amount of 1.75% Senior Notes due 2024, $3.75
billion aggregate principal amount of 2.45% Senior Notes due 2026,
$3.75 billion aggregate principal amount of 3.0% Senior Notes due
2028, $4.0 billion aggregate principal amount of 3.3% Senior Notes
due 2032, $1.5 billion aggregate principal amount of 3.4% Senior
Notes due 2033, $1.5 billion aggregate principal amount of 3.85%
Senior Notes due 2041 and $500 million aggregate principal amount
of Floating Rate Senior Notes due 2023. The GECAS Acquisition Notes
are fully and unconditionally guaranteed on a senior unsecured
basis by AerCap and certain other AerCap subsidiaries. The proceeds
from the issuance of the GECAS Acquisition Notes were used to fund
a portion of the cash consideration to be paid in the GECAS
Transaction, and to pay related fees and expenses, with any excess
proceeds to be used for general corporate purposes.
Institutional Secured Term Loan
A $2.0 billion institutional secured term loan (“Setanta”) was
entered into on November 5, 2021. The Setanta loan contains
customary covenants and events of default for financings of this
type, including covenants that limit the ability of the subsidiary
borrowers and their subsidiaries to incur additional indebtedness
and create liens, and covenants that limit the ability of the
guarantors, the subsidiary borrowers and their subsidiaries to
consolidate, merge or dispose of all or substantially all of their
assets and enter into transactions with affiliates. The proceeds
from the Setanta loan were used to repay the amount borrowed under
the Term Loan Credit Agreement.
GE Notes
On November 1, 2021, AerCap Trust and AICDC co-issued $1.0 billion
of 1.899% Senior Unsecured Notes due 2025 to a subsidiary of GE in
connection with the closing of the GECAS Transaction.
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
13.
Income taxes
Our effective tax rate for the full year 2021 is expected to be
13.5%, compared to the effective tax rate of 5.5% for the full year
2020. The effective tax rate is impacted by the source and amount
of earnings among our different tax jurisdictions as well as the
amount of permanent tax differences relative to pre-tax
income.
Our effective tax rate was 12.4% and 13.5% for the three and nine
months ended September 30, 2021, respectively, and 11.1% and 7.0%
for the three and nine months ended September 30, 2020. Our
effective tax rate in any period can be impacted by revisions to
the estimated full year rate.
14. Selling, general and administrative expenses
Selling, general and administrative expenses consisted of the
following for the three and nine months ended September 30, 2021
and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Personnel expenses |
$ |
30,860 |
|
|
$ |
28,602 |
|
|
$ |
84,196 |
|
|
$ |
77,983 |
|
Share-based compensation |
21,971 |
|
|
17,004 |
|
|
63,957 |
|
|
49,513 |
|
Professional services |
6,673 |
|
|
5,084 |
|
|
20,915 |
|
|
16,586 |
|
Office expenses |
3,060 |
|
|
3,195 |
|
|
10,008 |
|
|
9,677 |
|
Travel expenses |
1,244 |
|
|
1,445 |
|
|
2,899 |
|
|
6,725 |
|
Other expenses |
4,389 |
|
|
5,588 |
|
|
16,644 |
|
|
17,931 |
|
|
$ |
68,197 |
|
|
$ |
60,918 |
|
|
$ |
198,619 |
|
|
$ |
178,415 |
|
15. Transaction-related expenses
Expenses related to the GECAS Transaction consisted of the
following for the three and nine months ended September 30,
2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2021 |
|
|
|
2021 |
|
|
Banking fees |
$ |
84,146 |
|
|
|
|
$ |
158,747 |
|
|
|
Professional fees and other expenses |
16,713 |
|
|
|
|
36,787 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
100,859 |
|
|
|
|
$ |
195,534 |
|
|
|
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
16. Other income
Other income consisted of the following for the three and nine
months ended September 30, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Proceeds from unsecured claims |
$ |
442,420 |
|
|
$ |
— |
|
|
$ |
635,075 |
|
|
$ |
— |
|
Management fees |
1,918 |
|
|
1,917 |
|
|
5,437 |
|
|
7,733 |
|
Interest and other income |
14,362 |
|
|
29,387 |
|
|
44,205 |
|
|
53,230 |
|
|
$ |
458,700 |
|
|
$ |
31,304 |
|
|
$ |
684,717 |
|
|
$ |
60,963 |
|
Proceeds from unsecured claims primarily related to the sale of
certain unsecured claims against LATAM Airlines Group S.A., as
further described below.
On April 22, 2021, we entered into a claims sale and purchase
agreement with a third party for the sale of certain unsecured
claims filed by various AerCap companies against LATAM Airlines
Group S.A. and certain of its subsidiaries in the Chapter 11 case
captioned LATAM Airlines Group S.A., et al., Case No. 20-11254
(JLG) (Jointly Administered). The sale of the unsecured claims is
subject to such claims becoming allowed claims in the Bankruptcy
Case and other customary closing conditions. The quantum of sale
proceeds for each claim actually sold will be determined as a
percentage of the amount of such claim allowed by the Bankruptcy
Court. To the extent any of our unsecured claims are not allowed by
a specified date, the buyer has the option to terminate the
agreement with respect to any or all such non-allowed claims, and
to the extent the aggregate allowed amount of claims amount exceeds
a specified amount, the buyer has the option not to purchase claims
above the specified amount.
In May 2021, the sale of a portion of the unsecured claims closed,
subsequent to the Bankruptcy Court entering an order establishing
the allowed claim amount. The sale proceeds amount of approximately
$186 million was recognized in Other income during the three
months ended June 30, 2021.
In September 2021, the sale of a further portion of the unsecured
claims closed, subsequent to the Bankruptcy Court entering an order
establishing the allowed claim amount. The sale proceeds amount of
approximately $409 million was recognized in Other income
during the three months ended September 30, 2021. We have other
claim amounts outstanding that remain subject to the claims sale
and purchase agreement and will be sold if and when such claims are
allowed by the Bankruptcy Court.
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
17. Asset Impairment
Our long-lived assets include flight equipment held for operating
lease and definite-lived intangible assets. We test long-lived
assets for impairment whenever events or changes in circumstances
indicate that the carrying amounts of the assets may not be
recoverable. We perform event-driven impairment assessments of our
flight equipment held for operating lease each
quarter.
During the three and nine months ended September 30, 2021, we
recognized impairment charges of $49.2 million and $122.6 million,
respectively. For the three months ended September 30, 2021, the
impairment charges related to lease terminations and were largely
offset by lease revenue recognized when we retained
maintenance-related balances or received EOL compensation. For the
nine months ended September 30, 2021, the impairment charges
related to lease terminations and sales transactions and were more
than offset by lease revenue recognized when we retained
maintenance-related balances or received EOL
compensation.
During the three and nine months ended September 30, 2020, we
recognized impairment charges of $972.9 million and $1,060.3
million, respectively. For the three and nine months ended
September 30, 2020, the impairment charges primarily related to
impairment of our flight equipment held for operating lease,
primarily Airbus A330 and Boeing 777 aircraft and indefinite-lived
goodwill assets.
18. Allowance for credit losses
Movements in the allowance for credit losses during the nine months
ended September 30, 2021 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
2021 |
|
2020 |
|
|
Allowance for credit losses at beginning of period |
$ |
67,153 |
|
|
$ |
— |
|
|
|
Cumulative effect due to adoption of new accounting
standard |
— |
|
|
30,264 |
|
|
|
Current period provision for expected credit losses |
15,881 |
|
|
33,999 |
|
|
|
|
|
|
|
|
|
Allowance for credit losses at end of period |
$ |
83,034 |
|
|
$ |
64,263 |
|
|
|
During the nine months ended September 30, 2021 and 2020, we
increased our credit provision, classified in leasing expenses,
primarily related to the increased credit risk due to the Covid-19
pandemic.
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial
Statements
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
19.
Earnings per share
Basic Earnings Per Share (“EPS”) is calculated by dividing net
income by the weighted average of our ordinary shares outstanding,
which excludes 5,244,285 and 2,163,670 shares of unvested
restricted stock as of September 30, 2021 and 2020,
respectively. For the calculation of diluted EPS, the weighted
average of our ordinary shares outstanding for basic EPS is
adjusted by the effect of dilutive securities provided under our
equity compensation plans. The number of shares excluded from
diluted shares outstanding was 152,446 and 152,446 for the three
and nine months ended September 30, 2021, because the effect of
including these shares in the calculation would have been
anti-dilutive. Due to the reported loss for the three and nine
months ended September 30, 2020, basic EPS was not adjusted by the
effect of dilutive securities.
Basic and diluted EPS for the three and nine months ended September
30, 2021 and 2020 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
|
|
|
|
Net income (loss) for the computation of basic EPS |
$ |
433,921 |
|
|
$ |
(849,929) |
|
|
$ |
911,697 |
|
|
$ |
(327,044) |
|
|
|
|
|
Weighted average ordinary shares outstanding - basic |
128,131,157 |
|
|
127,589,905 |
|
|
128,087,006 |
|
|
127,771,182 |
|
|
|
|
|
Basic EPS |
$ |
3.39 |
|
|
$ |
(6.66) |
|
|
$ |
7.12 |
|
|
$ |
(2.56) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
|
|
|
|
Net income (loss) for the computation of diluted EPS |
$ |
433,921 |
|
|
$ |
(849,929) |
|
|
$ |
911,697 |
|
|
$ |
(327,044) |
|
|
|
|
|
Weighted average ordinary shares outstanding - diluted |
129,378,791 |
|
|
127,589,905 |
|
|
129,585,420 |
|
|
127,771,182 |
|
|
|
|
|
Diluted EPS |
$ |
3.35 |
|
|
$ |
(6.66) |
|
|
$ |
7.04 |
|
|
$ |
(2.56) |
|
|
|
|
|
Ordinary shares outstanding, excluding shares of unvested
restricted stock, as of September 30, 2021 and
December 31, 2020 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021 |
|
December 31, 2020 |
|
Number of ordinary shares |
Ordinary shares issued |
138,847,345 |
|
|
138,847,345 |
|
Treasury shares |
(5,467,556) |
|
|
(8,448,807) |
|
Ordinary shares outstanding |
133,379,789 |
|
|
130,398,538 |
|
Shares of unvested restricted stock |
(5,244,285) |
|
|
(2,552,346) |
|
Ordinary shares outstanding, excluding shares of unvested
restricted stock |
128,135,504 |
|
|
127,846,192 |
|
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
20. Variable interest entities
We use many forms of entities to achieve our leasing and financing
business objectives and we have participated to varying degrees in
the design and formation of these entities. Our involvement in VIEs
varies and includes being a passive investor in the VIE with
involvement from other parties, managing and structuring all of the
VIE’s activities, or being the sole shareholder of the
VIE.
During the nine months ended September 30, 2021, we did not provide
any financial support to any of our VIEs that we were not
contractually obligated to provide.
Consolidated VIEs
As of September 30, 2021 and December 31, 2020,
substantially all assets and liabilities presented in our Condensed
Consolidated Balance Sheets were held in consolidated
VIEs.
We have determined that we are the PB of these entities because we
control and manage all aspects of these entities, including
directing the activities that most significantly affect the
entities’ economic performance, absorb the majority of the risks
and rewards of these entities and guarantee the activities of these
entities.
The assets of our consolidated VIEs that can only be used to settle
obligations of these entities, and the liabilities of these VIEs
for which creditors do not have recourse to our general credit, are
disclosed in our Condensed Consolidated Balance Sheets under
Supplemental balance sheet information.
Further details of debt held by our consolidated VIEs are disclosed
in Note 12—Debt.
Wholly-owned ECA and Ex-Im financing vehicles
We have created certain wholly-owned subsidiaries for the purpose
of purchasing aircraft and obtaining financing secured by such
aircraft. The secured debt is guaranteed by the European ECAs and
the Export-Import Bank of the United States. These entities meet
the definition of a VIE because they do not have sufficient equity
to operate without subordinated financial support from us in the
form of intercompany notes.
Other secured financings
We have created a number of wholly-owned subsidiaries for the
purpose of obtaining secured financings. These entities meet the
definition of a VIE because they do not have sufficient equity to
operate without subordinated financial support from us in the form
of intercompany notes.
Wholly-owned leasing entities
We have created wholly-owned subsidiaries for the purpose of
facilitating aircraft leases with airlines. These entities meet the
definition of a VIE because they do not have sufficient equity to
operate without subordinated financial support from us in the form
of intercompany notes, which serve as equity.
Limited recourse financing structures
We have established entities to obtain secured financings for the
purchase of aircraft in which we have variable interests. These
entities meet the definition of a VIE because they do not have
sufficient equity to operate without subordinated financial support
from us in the form of intercompany notes. The loans of these
entities are non-recourse to us except under limited
circumstances.
AerCap Partners I Holding Limited (“AerCap Partners I”), AerCap
Partners 767 Limited (“AerCap Partners 767”) and AerFunding are
entities where we have determined we are the PB of the entity
because we direct the activities that most significantly affect the
economic performance of the entity and we absorb a significant
portion of the risks and rewards of the entity. We provide lease
management, insurance management and aircraft asset management
services to AerCap Partners I, AerCap Partners 767 and AerFunding
for a fee.
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
20. Variable interest entities (Continued)
AerCap Partners I and AerCap Partners 767
AerCap Partners I and AerCap Partners 767 are 50%-50% joint
ventures owned by us and Deucalion Aviation Funds.
As of September 30, 2021, AerCap Partners I had $54.4 million
of subordinated debt outstanding, consisting of $27.2 million due
to us and $27.2 million due to our joint venture
partner.
During the three months ended September 30, 2021, AerCap
Partners 767 completed the sales of its two aircraft. As of
September 30, 2021, AerCap Partners 767 had $32.6 million of
subordinated debt outstanding, consisting of $16.3 million due to
us and $16.3 million due to our joint venture partner.
AerFunding
We hold a 5% equity investment and 100% of the subordinated notes
(“AerFunding Class E-1 Notes”) in AerFunding.
As of September 30, 2021, AerFunding had $1,052.2 million
outstanding under a secured revolving credit facility and $1,945.6
million of AerFunding Class E-1 Notes outstanding due to
us.
Non-consolidated VIEs
The following table presents our maximum exposure to loss in
non-consolidated VIEs as of September 30, 2021 and
December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021 |
|
December 31, 2020 |
Carrying value of debt and equity investments and maximum exposure
to loss
|
$ |
131,373 |
|
|
$ |
125,955 |
|
|
|
|
|
|
|
|
|
The maximum exposure to loss is the loss amount that would be
absorbed by us in the event that all of our assets held in the
VIEs, for which we are not the PB, had no value.
AerDragon Aviation Partners Limited and its subsidiaries
(“AerDragon”), AerLift Leasing Limited (“AerLift”), Acsal Holdco,
LLC (“ACSAL”) and Peregrine are investments that are VIEs in which
we have determined that we do not have control and are not the PB.
We do have significant influence and, accordingly, we account for
our investments in AerDragon, AerLift and ACSAL under the equity
method of accounting. We account for our equity investment in
Peregrine under the cost method of accounting.
We have variable interests in other entities in which we have
determined we are not the PB because we do not have the power to
direct the activities that most significantly affect the entities’
economic performance.
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
21. Related party transactions
The following tables present amounts received from related parties
for management fees, transaction-related fees and dividends for the
three and nine months ended September 30, 2021 and
2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
2021 |
|
2020 |
|
Management fees and other |
|
Dividends |
|
Management fees and other |
|
Dividends |
AerDragon |
$ |
137 |
|
|
$ |
— |
|
|
$ |
136 |
|
|
$ |
— |
|
ACSAL |
120 |
|
|
121 |
|
|
120 |
|
|
83 |
|
AerLift |
2,196 |
|
|
— |
|
|
188 |
|
|
— |
|
|
$ |
2,453 |
|
|
$ |
121 |
|
|
$ |
444 |
|
|
$ |
83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
2021 |
|
2020 |
|
Management fees and other |
|
Dividends |
|
Management fees and other |
|
Dividends |
AerDragon |
$ |
416 |
|
|
$ |
— |
|
|
$ |
404 |
|
|
$ |
— |
|
ACSAL |
360 |
|
|
286 |
|
|
360 |
|
|
177 |
|
AerLift |
2,260 |
|
|
393 |
|
|
440 |
|
|
— |
|
|
$ |
3,036 |
|
|
$ |
679 |
|
|
$ |
1,204 |
|
|
$ |
177 |
|
22. Commitments and contingencies
Aircraft on order
As of September 30, 2021, we had commitments to purchase 270
new aircraft scheduled for delivery through 2027. These commitments
are based upon purchase agreements with Boeing, Airbus and Embraer
S.A. (“Embraer”).
These agreements establish the pricing formulas (including
adjustments for certain contractual escalation provisions) and
various other terms with respect to the purchase of aircraft. Under
certain circumstances, we have the right to alter the mix of
aircraft types ultimately acquired.
Prepayments on flight equipment include prepayments of our forward
order flight equipment and other balances held by the aircraft
manufacturers. Movements in prepayments on flight equipment during
the nine months ended September 30, 2021 and 2020 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
2021 |
|
2020 |
Prepayments on flight equipment at beginning of period |
$ |
2,111,659 |
|
|
$ |
2,954,478 |
|
Prepayments and additions during the period, net |
135,632 |
|
|
451,466 |
|
Interest paid and capitalized during the period |
13,640 |
|
|
42,751 |
|
Prepayments and capitalized interest applied to the purchase of
flight equipment |
(388,544) |
|
|
(738,425) |
|
Prepayments on flight equipment at end of period |
$ |
1,872,387 |
|
|
$ |
2,710,270 |
|
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
22. Commitments and contingencies (Continued)
Legal proceedings
General
In the ordinary course of our business, we are a party to various
legal actions, which we believe are incidental to the operations of
our business. The Company regularly reviews the possible outcome of
such legal actions, and accrues for such legal actions at the time
a loss is probable and the amount of the loss can be estimated. In
addition, the Company also reviews indemnities and insurance
coverage, where applicable. Based on information currently
available, we believe the potential outcome of those cases where we
are able to estimate reasonably possible losses, and our estimate
of the reasonably possible losses exceeding amounts already
recognized, on an aggregated basis, is immaterial to our Condensed
Consolidated Financial Statements.
VASP Litigation
We are party to a group of related cases arising from the leasing
of 13 aircraft and three spare engines to Viação Aerea de São Paulo
(“VASP”), a Brazilian airline. In 1992, VASP defaulted on its lease
obligations and we commenced litigation against VASP to repossess
our equipment and obtained a preliminary injunction for the
repossession and export of 13 aircraft and three spare engines from
VASP. We repossessed and exported the aircraft and engines. VASP
appealed and, in 1996, the Appellate Court of the State of São
Paulo (“TJSP”) ruled that the aircraft and engines should be
returned or that VASP could recover proven damages arising from the
repossession.
We have defended this case in the Brazilian courts through various
motions and appeals. In 2004, the Superior Court of Justice (the
“STJ”) dismissed our then-pending appeal. In 2005, we filed an
extraordinary appeal with the Federal Supreme Court (the “STF”). On
June 24, 2020, the STF reversed its earlier contrary rulings and
granted our extraordinary appeal, ordering a new panel of the STJ
to review the merits of our challenge against TJSP’s original
order. VASP has appealed the STF’s latest order.
In 2006, VASP commenced a related proceeding to calculate the
amount of alleged damages owed under the TJSP’s 1996 judgment. In
2017, the court decided that VASP had suffered no damages even if
the TJSP’s 1996 judgment regarding liability were affirmed. On
April 20, 2018, VASP appealed this decision. We believe, however,
and we have been advised, that it is not probable that VASP will
ultimately be able to recover damages from us even if VASP prevails
on the issue of liability. The outcome of the legal process is,
however, uncertain. The ultimate amount of damages, if any, payable
to VASP cannot reasonably be estimated at this time. We continue to
actively pursue all courses of action that may reasonably be
available to us and intend to defend our position
vigorously.
In 2006, we brought actions against VASP in English and Irish
courts seeking damages arising from the 1992 lease defaults. These
actions resulted in judgments by the English court in the aggregate
amount of approximately $40 million plus interest and judgments by
the Irish court in the aggregate amount of approximately $36.9
million, all in our favor. VASP had meanwhile in 2008 been
adjudicated as insolvent by a Brazilian bankruptcy court, which
commenced bankruptcy proceedings. We have caused the English and
Irish judgments to be domesticated in Brazil and submitted them as
claims in the bankruptcy proceeding. The bankruptcy court has
allowed the claims in the amount of $40 million in respect of the
English judgments and $24 million in respect of the Irish
judgments. We have been advised that it is not probable that VASP’s
bankruptcy estate will have funds to pay its creditors but our
court-approved claims may be used to offset any damages that VASP
might be awarded in the Brazilian courts if for any reason we are
not successful in defending ourselves against VASP’s claim for
damages.
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
22. Commitments and contingencies (Continued)
Transbrasil Litigation
We are party to a group of related actions arising from the leasing
of various aircraft and engines to Transbrasil S/A Linhas Areas
(“Transbrasil”), a now-defunct Brazilian airline. By 1998,
Transbrasil had defaulted on various obligations under its leases
with AerCap-related companies (the “AerCap Lessors”), along with
other leases it had entered into with General Electric Capital
Corporation (“GECC”) and certain of its affiliates (collectively,
with GECC, the “GE Lessors”). GECAS was the servicer for all these
leases at the time. Subsequently, Transbrasil issued promissory
notes (the “Notes”) to the AerCap Lessors and GE Lessors
(collectively, the “Lessors”) in connection with restructurings of
the leases. Transbrasil defaulted on the Notes and the Lessors
individually brought enforcement actions against Transbrasil in
2001 (GECC also filed an action for the involuntary bankruptcy of
Transbrasil).
Transbrasil brought a lawsuit against the Lessors in February 2001
(the “Transbrasil Lawsuit”), claiming that the Notes had in fact
been paid at the time the Lessors brought the enforcement actions.
In 2007, the trial judge ruled in favor of Transbrasil and the
Lessors appealed. In April 2010, the appellate court published a
judgment (the “2010 Judgment”) rejecting the Lessors’ appeal,
ordering them to pay Transbrasil statutory penalties equal to
double the face amount of the Notes (plus interest and monetary
adjustments) as well as damages for any losses incurred as a result
of the attempts to collect on the Notes. The 2010 Judgment provided
that the amount of such losses would be calculated in separate
proceedings in the trial court (the “Indemnity Claim”). In June
2010, the Lessors filed special appeals before the STJ in Brazil.
In October 2013, the STJ granted the special appeals filed by the
GE Lessors, effectively reversing the 2010 Judgment in most
respects as to all of the Lessors. Transbrasil appealed this order,
but the appellate panel in November 2016 rejected Transbrasil’s
appeal, preserving the 2013 reversal of the 2010 Judgment. All
appeals in respect of the Transbrasil Lawsuit based on the merits
of the dispute have now concluded.
However, in July 2011, while the various appeals of the 2010
Judgment were pending, Transbrasil brought three actions for
provisional enforcement of the 2010 Judgment (the “Provisional
Enforcement Actions”): one to enforce the award of statutory
penalties; a second to recover attorneys’ fees related to that
award; and a third to enforce the Indemnity Claim. Transbrasil
submitted its alleged calculation of statutory penalties, which,
according to Transbrasil, amounted to approximately $210 million in
the aggregate against all defendants, including interest and
monetary adjustments.
In light of the STJ’s ruling in October 2013, the trial court has
ordered the dismissal of the Transbrasil Provisional Enforcement
Actions. The TJSP has since affirmed the dismissals of the actions
seeking statutory penalties and attorneys’ fees. Lessors’ motion to
clarify relating to the dismissal of the Provisional Enforcement
Action with respect to the Indemnity Claim remains pending. We
believe we have strong arguments to convince the court that
Transbrasil suffered no material damage as a result of the
defendants’ attempts to collect on the Notes.
The only matters remaining to be resolved are: (i) a motion to
clarify relating to the dismissal of a lower court appeal with
respect to the Indemnity Claim and (ii) a number of court-mandated
legal fee assessments for (a) proofs of claim filed by the Lessors
against the Transbrasil bankruptcy estate and (b) various
otherwise-concluded enforcement proceedings, including the
Provisional Enforcement Proceedings.
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
23. Fair value measurements
The Company determines fair value based on the price that would be
received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement
date. It is our policy to maximize the use of observable inputs and
minimize the use of unobservable inputs when developing fair value
measurements, in accordance with the fair value hierarchy as
described below. Where limited or no observable market data exists,
fair value measurements for assets and liabilities are primarily
based on management’s own estimates and are calculated based upon
the economic and competitive environment, the characteristics of
the asset or liability and other such factors. Therefore, the
results may not be realized in actual sale or immediate settlement
of the asset or liability.
The degree of judgment used in measuring the fair value of a
financial and non-financial asset or liability generally correlates
with the level of pricing observability. We classify our fair value
measurements based on the observability and significance of the
inputs used in making the measurement, as provided
below:
Level 1 — Quoted prices available in active markets for identical
assets or liabilities as of the reported date.
Level 2 — Observable market data. Inputs include quoted prices for
similar assets, liabilities (risk adjusted) and market-corroborated
inputs, such as market comparables, interest rates, yield curves
and other items that allow value to be determined.
Level 3 — Unobservable inputs from our own assumptions about market
risk developed based on the best information available, subject to
cost-benefit analysis. Inputs may include our own
data.
Fair value measurements are classified in their entirety based on
the lowest level of input that is significant to their fair value
measurement.
Assets and liabilities measured at fair value on a recurring
basis
As of September 30, 2021 and December 31, 2020, our
derivative portfolio consisted of interest rate swaps and caps. The
fair value of derivatives is based on dealer quotes for identical
instruments. We have also considered the credit rating and risk of
the counterparty of the derivative contract based on quantitative
and qualitative factors. As such, the valuation of these
instruments was classified as Level 2.
The following tables present our financial assets and liabilities
that we measured at fair value on a recurring basis by level within
the fair value hierarchy as of September 30, 2021 and
December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021 |
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 |
Assets |
|
|
|
|
|
|
|
Investment, at fair value |
$ |
35,759 |
|
|
$ |
35,759 |
|
|
$ |
— |
|
|
$ |
— |
|
Derivative assets |
9,766 |
|
|
— |
|
|
9,766 |
|
|
— |
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
Derivative liabilities |
$ |
104,629 |
|
|
$ |
— |
|
|
$ |
104,629 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
December 31, 2020 |
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 |
Assets |
|
|
|
|
|
|
|
Investment, at fair value |
$ |
12,110 |
|
|
$ |
12,110 |
|
|
$ |
— |
|
|
$ |
— |
|
Derivative assets |
3,303 |
|
|
— |
|
|
3,303 |
|
|
— |
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
Derivative liabilities |
$ |
167,303 |
|
|
$ |
— |
|
|
$ |
167,303 |
|
|
$ |
— |
|
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
23. Fair value measurements (Continued)
Assets and liabilities measured at fair value on a non-recurring
basis
We measure the fair value of certain definite-lived intangible
assets and our flight equipment on a non-recurring basis, when U.S.
GAAP requires the application of fair value, including when events
or changes in circumstances indicate that the carrying amounts of
the assets may not be recoverable. Additional details of
recoverability assessments performed on certain definite-lived
intangible assets and our flight equipment are described in our
Annual Report on Form 20-F for the year ended December 31,
2020, filed with the SEC on March 2, 2021.
Management develops the assumptions used in the fair value
measurements. Therefore, the fair value measurements of
definite-lived intangible assets and flight equipment are
classified as Level 3 valuations.
Flight equipment
Inputs to non-recurring fair value measurements categorized as
Level 3
We use the income approach to measure the fair value of flight
equipment, which is based on the present value of estimated future
cash flows. Key inputs to the income statement approach include the
discount rate, current contractual lease cash flows, projected
future non-contractual lease cash flows, extended to the end of the
aircraft’s estimated holding period in its highest and best use,
and a contractual or estimated disposition value.
The current contractual lease cash flows are based on the in-force
lease rates. The projected future non-contractual lease cash flows
are estimated based on the aircraft type, age, and the airframe and
engine configuration of the aircraft. The projected non-contractual
lease cash flows are applied to follow-on lease terms, which are
estimated based on the age of the aircraft at the time of re-lease
and are assumed through the estimated holding period of the
aircraft. The estimated holding period is the period over which
future cash flows are assumed to be generated. Shorter holding
periods can result when a potential sale or future disassembly of
an aircraft for the sale of its parts (“part-out”) of an individual
aircraft has been contracted for, or is likely. In instances of a
potential sale or part-out, the holding period is based on the
estimated sale or part-out date. The disposition value is generally
estimated based on aircraft type. In situations where the aircraft
will be disposed of, the disposition value assumed is based on an
estimated part-out value or the contracted sale price.
The estimated future cash flows, as described above, are then
discounted to present value. The discount rate used is based on the
aircraft type and incorporates assumptions market participants
would use regarding the likely debt and equity financing
components, and the required returns of those financing
components.
The significant unobservable inputs utilized in the fair value
measurement of flight equipment are the discount rate and the
non-contractual cash flows. The discount rate is affected by
movements in the aircraft funding markets, including fluctuations
in required rates of return in debt and equity, and loan to value
ratios. The non-contractual cash flows represent management’s
estimate of the non-contractual cash flows over the remaining life
of the aircraft. An increase in the discount rate would decrease
the fair value measurement of the aircraft, while an increase in
the estimated non-contractual cash flows would increase the fair
value measurement of the aircraft.
Fair value disclosures of financial instruments
The fair value of restricted cash and cash and cash equivalents
approximates their carrying value because of their short-term
nature (Level 1). The fair value of our long-term unsecured debt is
estimated using quoted market prices for similar or identical
instruments, depending on the frequency and volume of activity in
the market. The fair value of our long-term secured debt is
estimated using a discounted cash flow analysis based on current
market interest rates and spreads for debt with similar
characteristics (Level 2). Derivatives are recognized in our
Condensed Consolidated Balance Sheets at their fair value. The fair
value of derivatives is based on dealer quotes for identical
instruments. We have also considered the credit rating and risk of
the counterparties of the derivative contracts based on
quantitative and qualitative factors (Level 2).
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
23. Fair value measurements (Continued)
As of September 30, 2021, we held an investment at fair value
of $35.8 million, based on quoted market price. The valuation of
this investment was classified as Level 1.
All of our financial instruments are measured at amortized cost,
other than our derivatives and investment which are measured at
fair value on a recurring basis. The carrying amounts and fair
values of our most significant financial instruments as of
September 30, 2021 and December 31, 2020 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021 |
|
Carrying value |
|
Fair value |
|
Level 1 |
|
Level 2 |
|
Level 3 |
Assets |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
1,311,234 |
|
|
$ |
1,311,234 |
|
|
$ |
1,311,234 |
|
|
$ |
— |
|
|
$ |
— |
|
Restricted cash |
223,271 |
|
|
223,271 |
|
|
223,271 |
|
|
— |
|
|
— |
|
Investment, at fair value |
35,759 |
|
|
35,759 |
|
|
35,759 |
|
|
— |
|
|
— |
|
Derivative assets |
9,766 |
|
|
9,766 |
|
|
— |
|
|
9,766 |
|
|
— |
|
|
$ |
1,580,030 |
|
|
$ |
1,580,030 |
|
|
$ |
1,570,264 |
|
|
$ |
9,766 |
|
|
$ |
— |
|
Liabilities |
|
|
|
|
|
|
|
|
|
Debt |
$ |
27,731,420 |
|
(a) |
$ |
28,594,857 |
|
|
$ |
— |
|
|
$ |
28,594,857 |
|
|
$ |
— |
|
Derivative liabilities |
104,629 |
|
|
104,629 |
|
|
— |
|
|
104,629 |
|
|
— |
|
|
$ |
27,836,049 |
|
|
$ |
28,699,486 |
|
|
$ |
— |
|
|
$ |
28,699,486 |
|
|
$ |
— |
|
(a)Excludes
debt issuance costs, debt discounts and debt premium.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020 |
|
Carrying value |
|
Fair value |
|
Level 1 |
|
Level 2 |
|
Level 3 |
Assets |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
1,248,772 |
|
|
$ |
1,248,772 |
|
|
$ |
1,248,772 |
|
|
$ |
— |
|
|
$ |
— |
|
Restricted cash |
246,518 |
|
|
246,518 |
|
|
246,518 |
|
|
— |
|
|
— |
|
Investment, at fair value |
12,110 |
|
|
12,110 |
|
|
12,110 |
|
|
|
|
|
Derivative assets |
3,303 |
|
|
3,303 |
|
|
— |
|
|
3,303 |
|
|
— |
|
|
$ |
1,510,703 |
|
|
$ |
1,510,703 |
|
|
$ |
1,507,400 |
|
|
$ |
3,303 |
|
|
$ |
— |
|
Liabilities |
|
|
|
|
|
|
|
|
|
Debt |
$ |
28,934,904 |
|
(a) |
$ |
29,798,305 |
|
|
$ |
— |
|
|
$ |
29,798,305 |
|
|
$ |
— |
|
Derivative liabilities |
167,303 |
|
|
167,303 |
|
|
— |
|
|
167,303 |
|
|
— |
|
|
$ |
29,102,207 |
|
|
$ |
29,965,608 |
|
|
$ |
— |
|
|
$ |
29,965,608 |
|
|
$ |
— |
|
(a)Excludes
debt issuance costs, debt discounts and debt premium.
AerCap Holdings N.V. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
(Continued)
(U.S. Dollars in thousands or as otherwise stated, except
share and per share data)
24. Subsequent events