2012 Annual Report to Shareholders
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2012 ANNUAL REPORT TO SHarEHOLDERS FLY Leasing (“FLY”) is a global leader in aircraft leasing. FLY is focused on acquiring and leasing the most modern, high- demand and fuel-efficient commercial jet aircraft. We have long-term lease contracts with a diverse group of carriers throughout the world, including some of the most well-known airlines and strongest credits. At the end of 2012, FLY’s fleet totaled 109 commercial jet aircraft with a net book value of over $2.6 billion. The Company’s fleet, on lease to 55 airlines in 32 countries, consists mainly of Boeing 737 next generation and Airbus A320 family aircraft, which are the most popular aircraft flown by the majority of commercial airlines around the world. FLY is managed and serviced by BBAM LLC (“BBAM”), the world’s third largest aircraft lease manager with more than 20 years of industry expertise. FLY benefits significantly from BBAM’s global footprint, extensive industry experience and long-standing relationships with airlines and financial institutions around the world. BBAM’s principals are long-term shareholders in FLY with closely-aligned interests. FLY has paid its shareholders a cash dividend every quarter since it listed on the New York Stock Exchange (“NYSE”) in September 2007. The Company’s shares trade under the ticker symbol “FLY.” Letter from the CEO Dear Fellow Shareholders, parties. We look forward to working with BBAM and Onex as we continue to create shareholder value. FLY had a strong year in 2012. We increased our leasing revenues by 63% as a result of our larger fleet In 2012, FLY sourced $1.3 billion of new financings, and grew our net income to $47.7 million or $1.80 including a $600 million secured bank facility and a per share. $400 million secured and syndicated Term Loan. Both of these facilities mature in 2018 and replace facilities We made progress at FLY on a number of fronts. that were due to mature in 2012 and 2013. We also The sale of our 15% interest in BBAM, our servicer sourced a $250 million acquisition facility. These new and manager, to Onex for nearly $50 million and facilities meet several of FLY’s objectives: financing the investment of an additional $25 million in FLY near-term debt maturities, reducing average interest by Onex and BBAM’s principals was a particularly cost and providing financial capacity to meet our positive outcome. The sale of the BBAM interest growth targets. FLY has no significant debt maturities generated a pre-tax gain of $36.9 million on an until 2018. “With no capital commitments, a strong reserve of unrestricted cash and excellent access to financing, FLY is well positioned to take advantage of attractive opportunities to grow while continuing our focus on enhancing shareholder value.” $8.8 million investment made by FLY in April 2010. The Our major fleet acquisition in late 2011 was financed by sale proceeds and the new capital together generated assumed debt and unrestricted cash, causing our debt $75 million of unrestricted cash for FLY, which will be to equity ratio to increase to over 5:1 at the end of 2011. an important component of our growth strategy. Reducing this ratio was a major priority in 2012, and by the end of the year, we had reduced our leverage Importantly, BBAM’s principals have increased their to 3.6:1 and we are now well on our way to achieving ownership in FLY. Our relationship with BBAM is our targeted leverage of 3.5:1. This reduced financial one of the keys to FLY’s success and we continue leverage has a positive impact on the Company’s credit to benefit from BBAM’s servicing of our portfolio, worthiness which will help us to source new funding particularly their global footprint and extensive and reduce our future interest costs. relationships with airlines and financial institutions around the world. FLY generated significant cash during the year and at year-end we had $163 million in unrestricted cash. We are also excited to have Onex, one of the world’s Combined with our new $250 million acquisition most successful and reputable private equity groups, facility, our unrestricted cash puts FLY in a strong as a significant shareholder in FLY and a 50% position to grow its fleet, which at the end of the year shareholder in BBAM. Onex’s shareholdings in BBAM totaled 109 commercial aircraft on lease to 55 airlines and FLY reinforce the common interests of all three in 32 countries. Because of the growth in the scale of our business and the positive earnings and cash position of the Company, our board of directors decided to increase 2 COLM BARRINGTON CEO GARY DALES CFO our dividend by 10% to 22 cents per share per quarter rates are either stable or increasing across virtually during 2012. The total dividend paid in 2012 was 84 all in-production aircraft types. This means that the cents per share. FLY has now paid 21 consecutive fundamental economics of our business are improving quarterly dividends since our initial public offering and we expect them to continue to improve in the on the NYSE in 2007 and we remain committed to coming year. returning capital to shareholders. In summary, we accomplished a great deal in 2012. We will continue to focus on acquiring modern We made attractive acquisitions, sold multiple aircraft fuel-efficient aircraft through sale and lease backs at premiums to book value, increased the company’s and secondary market transactions rather than by dividend on the back of healthy free cash flow after orders from the aircraft manufacturers for delivery in debt service, produced substantial book profits, the future. This strategy allows us to evaluate all the executed on our financing plan and, most importantly, relevant aspects of each acquisition transaction – the grew our unrestricted cash and financial resources aircraft cost, the terms of the initial lease, the credit so that we are in a position to show further growth in quality of the leesee and the financing terms that are the coming year. available – before we make each investment decision. With no capital commitments, a strong reserve of We believe that this strategy will be of greater benefit unrestricted cash and excellent access to financing, to the company and its shareholders than one FLY is well positioned to take advantage of attractive involving speculative orders for new aircraft, which opportunities to grow while continuing our focus on require significant pre-delivery payments years before enhancing shareholder value. an aircraft is delivered. I would like to thank our shareholders for their Looking ahead, we are targeting $300-500 million of continuing support. new aircraft acquisitions in 2013. We expect the growth will come from a mix of new or nearly new aircraft and select acquisitions of mid-life, in-production aircraft. The new or nearly new equipment represent in our view a relatively safe corner of the market to deploy capital for predictable returns. Investments in mid-age equipment Colm Barrington represent strong prospects for attractive returns with Chief Executive Officer reasonable downside protection given current pricing levels. As always, we seek out relative value and remain committed to being nimble in what is a dynamic sector. Aircraft leasing industry fundamentals continue to improve. Interest rates are at historic lows and lease 3 Metrics AIRCRAFT IN PortFOLIO OPerating LEASE REVENUES (at December 31) (in millions) 109 109 $376 $231 62 62 $219 $214 $220 52 59 2007 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 BOOK VALUE PER SHARE CUMUlative DIVIDENDS (in dollars at December 31) (in dollars at December 31) $18.97 $5.24 $17.78 $17.25 $16.00 $4.40 $3.60 $11.99 $2.80 $2.00 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 ADJUSTED NET INCOME* UNRESTRICTED CASH (in millions) (in dollars at December 31) $116 $164 $163 $96 $82 $48 $50 $57 $32 $36 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 *See reconciliation of net income determined in accordance with GAAP on the inside back cover 4 FLY has a modern and attractive fleet of 109 aircraft, with a focus on Airbus A320 family and Boeing 737 Next Generation narrow-body aircraft. These are the most popular and widely-used aircraft by airlines around the world. Our Fleet ATTRACTIVE MODERN FLEET Mainly Popular Narrow-Bodies Airbus Boeing A319 19 B717 6 A320 27 B737 40 A330 1 B747 1 A340 3 B757 11 B767 1 Airbus Sub-Total 50 Boeing Sub-Total 59 Total aircraFT in Fleet 109 (as of December 31, 2012) 5 BBAM — Our Fleet Manager and Servicer FLY’s fleet of 109 aircraft is managed and serviced by BBAM, one of the world’s largest managers of commercial jet aircraft with more than 20 years of history and industry experience. FLY benefits significantly from BBAM’s global footprint, extensive industry experience and long-standing relationships with airlines and financial institutions around the world. BBAM is a strategic partner and its principals are BBAM is 50% owned by Onex, one of the oldest long-term shareholders in FLY. Managing a fleet of private equity firms in North America. Together, more than 400 commercial aircraft on lease to 200 BBAM’s principals and Onex own more than 11% airlines in more than 50 countries, BBAM provides of FLY’s shares. FLY with significant scale and reach. With a focus on managing aircraft, BBAM has a complementary business model that brings many significant benefits to FLY, including: n Extensive global footprint n Full-service platform n Relationships with over 200 airlines around world n 20+ year history of providing aircraft financing solutions 6 FLY and BBAM History Global Presence BBAM Office Locations 7 Board of Directors FLY’s Board of Directors is comprised of industry veterans.