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Annual Report 2008

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Annual Report 2008 BABCOCK & BROWN AIR LIMITED Babcock & Brown Air Limited (B&B Air) acquires and leases modern, high- demand and fuel-efficient commercial jet aircraft under multi-year operating lease contracts to a diverse group of airlines throughout the world. B&B Air is managed and serviced by Babcock & Brown Aircraft Management (BBAM), the world’s fourth largest aircraft leasing company. As our servicer, BBAM arranges and manages the leases of our fleet and acquires and divests our aircraft. BBAM has more than 20 years of experience in aircraft and lease origination, re-marketing, administration, technical management and disposition. BBAM manages a fleet of approximately 300 commercial aircraft valued at more than $7.8 billion, leased to 80 airlines in 35 countries. BBAM’s established leadership position in the aircraft leasing industry, its experienced senior management team and its extensive relationships throughout the world allow us to maximize the value of our portfolio throughout its life cycle by acquiring aircraft economically, accessing the most attractive markets, re-marketing our aircraft efficiently when leases expire and disposing of our aircraft for the best value when market conditions warrant. 1 LETTER From THE CHAIRMAN AND THE CEO Dear Fellow Shareholders, We are pleased to report on B&B Air’s first year as a public company. In 2008, B&B Air produced strong financial results. Our net income was $48.1 million, or $1.44 per share, on revenues of $236.1 million. During the year our unrestricted cash balance increased by $41.2 million to $56.8 million, after returning nearly $74 million to shareholders through a combination of dividends and share repurchases. The unrestricted cash balance continues to grow and was $72 million at the end of February 2009. In the year, B&B Air expanded its fleet of modern commercial aircraft and further diversified its lessee base. We increased our fleet from 52 to 62 aircraft through the acquisition of twelve modern fuel-efficient aircraft and the sale of two older aircraft from our original portfolio. The sale of these two aircraft generated profit, retired debt and produced free cash. The sales also helped lower the overall age of our fleet, an example of our active portfolio management. At year-end our average fleet age, weighted by net book value, was 6.4 years. We also increased our lessee portfolio, from 29 airlines at the beginning of the year to 36 airlines at year-end. This larger base of lessees further increases our portfolio diversification and strengthens our lease income stream. With a larger fleet and a stronger balance sheet from its increased cash flow, B&B Air is well positioned for the future. While 2008 was our first full year as a pubic company, our management team has been working together for nearly 20 years, and our senior executives have several decades of experience acquiring, leasing, managing and selling aircraft. This collective experience has resulted in the establishment of three principles as the cornerstones of our business strategy: • Acquiring the most modern, fuel-efficient and widely-used commercial aircraft, predominantly narrowbodies; • Leasing the aircraft on relatively long-term contracts to a diversified group of airlines in both developed and developing markets on stringent lease terms that protect the aircraft’s value; and • Managing the portfolio actively so as to add value at all stages of the aircraft’s life cycle. With these guiding principles, our shareholders can rest assured that we will continue to own the highest-demand commercial aircraft and will lease these aircraft on triple net leases that meet the highest industry standards. This helps increase the strength of our cash flows, while our lessee diversification strategy ensures that no single airline or region represents a significant portion of our business. In the event of a lessee’s insolvency, we have considerable experience repossessing and re-leasing aircraft, which minimizes negative impacts on the Company’s cash flow. This past year proved that this strategy is working well. During 2008, two of our lessees, who between them leased five aircraft from B&B Air, ceased operations. In both cases we were able to repossess the aircraft within days and in the case of four of them, re-lease the aircraft relatively quickly on lease terms that were similar, or better, than the previous terms. We expect the fifth repossessed aircraft to be back on lease in spring 2009. B&B Air is now a significant player in aircraft leasing, with a portfolio of the most modern, fuel-efficient and 2 high-demand commercial aircraft. One of the Company’s key strengths is its long-term relationship with our fleet manager and servicer, Babcock & Brown Aircraft Management (BBAM). After 20 years in the industry, BBAM has grown to be the world’s fourth largest aircraft lease manager with a fleet of approximately 300 aircraft under management. BBAM’s extensive industry experience and relationships with more than 200 airlines world-wide provide us with an ideal platform to maximize the value of our portfolio throughout its life cycle. The global recession and an unprecedented turmoil in the financial markets that we all experienced last year, along with deep concerns about further economic slowdown, have had a significant negative impact on the market value of our company. These conditions, and the lack of liquidity amongst the international financial community, have also had an impact on the trading price of B&B Air’s debt. As the Company’s shares have been trading at a significant discount to net asset value, B&B Air’s board approved a $30 million share buyback program during the year to allow the Company to return some of this value to shareholders. By the end of 2008, the Company had repurchased approximately 1.1 million shares for a total cost of approximately $6.6 million. The board recently extended this share buyback program though June 2010. The Company has also recently entered into an agreement with one of its lenders whereby B&B Air will purchase $100 million face value of its securitized debt for a total of $48 million. We believe that these initiatives, which are taking advantage of the current uncertainties in the world’s financial markets, add strong value to the Company, and are significantly in the interests of B&B Air’s shareholders. As we enter 2009, B&B Air is in a sound financial position and is well positioned to take advantage of further opportunities to create significant value for the long-term. Finally, we would like to thank our shareholders for their continued support. 2008 was a very bad year for virtually all investors, especially those who owned shares in companies that operate in financial markets. However, B&B Air is well positioned for the future. We have a modern and efficient fleet, we have a diverse portfolio of lessees that is producing strong cash flows, we have no near term re-financing requirements, STEVE ZIssIS we have no commitments to purchase aircraft or other assets, we are Chairman using our unrestricted cash to generate value though debt and share repurchases and we are focused on generating shareholder value in these difficult market conditions. We are confident that these strengths and these strategies will be to the benefit of B&B Air’s shareholders over time. STEVE ZIssIs COLM BARRINGTON Chairman Chief Executive Officer COLM BARRINGTON Chief Executive Officer 3 GARY DALES Chief Financial Officer OUR FLEET MODERN FLEEt – 6.4 YEARS AVERAGE AGE AIRBUS A320 FAMIly A319 & A320 27 Seats 124 to 199 B737 700/800/900 16 Engine type CFM and IAE B737 Classic (1) 3 Total number in B757 (1) 12 global operation 3,673 Wide Body (2) 4 Total 62 BOEING 737 NEXT GENERATION FAMIly % Narrowbody (3) 86% Seats 126 to 189 Engine type CFM Total number in global operation 2,643 Notes: (1) Includes one cargo aircraft (2) Includes one A330, one B747, one B767 and one B777 (3) Weighted using net book values as of December 31, 2008 Totaling 62 aircraft, B&B Air’s fleet is comprised of modern commercial jet aircraft, which are in high demand around the world. 4 Our fleet is focused on two types of narrowbody aircraft - the Airbus A320 family and the Boeing 737 NG - which are the two most widely used types of commercial jet aircraft in the global airline industry. The popularity, fuel efficiency and operational flexibility of these aircraft make them the first choice of a broad range of airlines in every region. 5 INternational reacH B&B Air benefits from a diverse lessee base around the world with a strategic focus on developing markets, where the demand for leased aircraft is particularly strong. Countries we lease to B&B Air Limited and BBAM BBAM 6 B&B Air’s 62 aircraft are leased to 36 airlines in 19 countries. BBAM’s fleet of approximately 300 aircraft is leased to 80 airlines in 35 countries. ANNUAL LEasE EXPIRATIONS 15 12 9 6 Lease Expirations 3 0 '09 '10 '11 '12 '13 '14 '15 '16 '17 '18 PORTFOLIO by REGION (2) Latin & South America 9% Asia 2% Africa 2% Europe 34% Asia 23% North America 20% Europe 10% Developing Markets Developed Markets ANNUALIZED RENTALS NUMBER OF AIRCRAFT NUMBER OF LEssEES 7 $226m 62 36 47 29 $153m 48% 32% 24% IPO December 31, 2008 IPO December 31, 2008 IPO December 31, 2008 Notes: (1) All information as of December 31, 2008 (2) Based upon percentage of net book value of aircraft as of December 31, 2008 and geographic location of lessees. FINANCIAL statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.
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