Upgrade to SI Premium - Free Trial

Form 6-K Fly Leasing Ltd For: Mar 08

March 8, 2018 8:16 AM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
 
Pursuant to Rule 13a-16 or 15d-16 of the Securities
Exchange Act of 1934

Date of Report: March 8, 2018

Commission File Number: 001-33701

Fly Leasing Limited
(Exact Name of registrant as specified in its charter)

 
West Pier Business Campus
Dun Laoghaire
County Dublin, A96 N6T7
Ireland
(Address of principal executive office)
 
 
Indicate by check mark whether registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 
Form 20-F
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): ☐
 
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): ☐
 


The following document, which is attached as an exhibit hereto, is incorporated by reference herein.

Exhibit
Title

99.1
Press release of Fly Leasing Limited, dated March 8, 2018.
 
2

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

   
Fly Leasing Limited
   
(Registrant)
       
Date:
March 8, 2018
 
By:
/s/ Colm Barrington
       
Colm Barrington
       
Chief Executive Officer and Director
 
3

EXHIBIT INDEX

Exhibit
Title
   
Press release of Fly Leasing Limited, dated March 8, 2018.
 
 
4


Exhibit 99.1
 
 
FLY LEASING REPORTS FOURTH QUARTER AND
FULL YEAR 2017 FINANCIAL RESULTS

Dublin, Ireland, March 8, 2018 Fly Leasing Limited (NYSE: FLY) (“FLY”), a global leader in aircraft leasing, today announced its financial results for the fourth quarter and full year of 2017.
 
Fourth Quarter 2017 Highlights
 
·
Net income of $7.2 million, $0.25 per share
·
Adjusted Net Income of $30.9 million, $1.09 per share
·
Refinanced and extended $375.0 million of unsecured notes
·
Completed a new $332 million secured debt facility
·
Repurchased 715,934 shares

2017 Full Year Highlights
 
·
Net income of $2.6 million, $0.09 per share
·
Adjusted Net Income of $66.6 million, $2.19 per share
·
Acquired ten aircraft for $456.0 million
·
Repurchased 4.3 million shares

“We continue to take initiatives at FLY that are producing solid core earnings and enhancing shareholder value,” said Colm Barrington, CEO of FLY. “In 2017 we increased our fleet size, fleet value and operating lease revenue, each by more than 10%. The quality and youth of our fleet now rank us an industry leader. We repurchased more than 13% of our shares at a significant discount to book value, raised a new $332 million secured facility at a very attractive margin, and refinanced and extended $375 million of unsecured notes at a significantly reduced interest rate. This was a good investment in our future earnings despite the debt extinguishment charge in the fourth quarter.”

"Last week we announced an exciting deal with AirAsia in which FLY will acquire a total of 55 aircraft, seven engines, and options to acquire 20 new A320neo family aircraft,” added Barrington. “This landmark acquisition grows FLY’s fleet with the most attractive and newest generation of narrowbody aircraft and will drive high levels of stable, long-term profitability and cash flows for the benefit of our stakeholders."
 

Financial Results
 
FLY is reporting net income of $7.2 million, or $0.25 per share, for the fourth quarter of 2017. This compares to a net loss of $63.8 million, or $1.98 per share, for the same period in 2016. The financial results for the fourth quarter of 2017 include $20.8 million of debt extinguishment costs, primarily relating to the discharge of FLY’s 6.75% Senior Notes due 2020 ("2020 Notes").
 
Net income for the year ended December 31, 2017 was $2.6 million, or $0.09 per share, compared to a net loss of $29.1 million, or $0.88 per share for the year ended December 31, 2016.
 
Adjusted Net Income
 
Adjusted Net Income was $30.9 million for the fourth quarter of 2017, compared to $30.6 million for the same period in the previous year. On a per share basis, Adjusted Net Income was $1.09 in the fourth quarter of 2017, compared to $0.95 for the fourth quarter of 2016. For the year ended December 31, 2017, Adjusted Net Income was $66.6 million, or $2.19 per share, compared to $79.3 million, or $2.38 per share, for the year ended December 31, 2016.

A reconciliation of Adjusted Net Income to net income (loss) determined in accordance with GAAP is shown below.
 
Share Repurchases
 
During the fourth quarter, FLY repurchased 715,934 shares for $9.8 million at an average price of $13.65 per share. During the year ended December 31, 2017, FLY repurchased 4.3 million shares for $57.1 million at an average price of $13.35 per share. In November 2017, FLY’s board of directors approved a $50.0 million share repurchase program expiring in December 2018, to replace its program which expired in December 2017.
 
Financings
 
On October 16, 2017, FLY completed its offering of $300 million of unsecured 5.25% Senior Notes due 2024. The net proceeds were approximately $294.2 million, which FLY used, together with cash on hand, to discharge the $375 million of its outstanding 2020 Notes.
 
On December 8, 2017, FLY closed a new $332 million secured debt facility. The facility has an eight-year term and bears interest at a rate of LIBOR plus 1.65%.
 
AirAsia Portfolio Acquisition
 
On February 28, 2018, FLY signed definitive agreements with AirAsia Berhad (“AAB”) for the acquisition of 55 Airbus narrowbody aircraft, seven CFM engines and options to purchase an additional 20 Airbus A320neo family aircraft. Nearly all aircraft will be subject to leases to AAB and its affiliates, other than the option aircraft. The transaction is expected to close in the second and third quarters of 2018, subject to approval by AAB shareholders, receipt of necessary regulatory approvals and satisfaction of other customary closing conditions.
 
2

Financial Position
 
At December 31, 2017, FLY’s total assets were $3.6 billion, including investment in flight equipment totaling $3.1 billion. Total cash at December 31, 2017 was $456.8 million, of which $329.1 million was unrestricted. The book value per share at December 31, 2017 was $19.43.

Aircraft Portfolio
 
At December 31, 2017, FLY had 85 aircraft in its portfolio, with leases to 44 airlines in 28 countries. The table below does not include the two B767 aircraft owned by a joint venture in which FLY has a 57% interest.

Portfolio at
 
Dec. 31,
2017
   
Dec. 31,
2016
 
Airbus A319
   
9
     
9
 
Airbus A320
   
12
     
12
 
Airbus A321
   
3
     
3
 
Airbus A330
   
3
     
3
 
Airbus A340
   
2
     
2
 
Boeing 737
   
46
     
38
 
Boeing 757
   
3
     
3
 
Boeing 777
   
2
     
2
 
Boeing 787
   
5
     
4
 
Total
   
85
     
76
 

At December 31, 2017, the average age of the portfolio, weighted by net book value of each aircraft, was 6.4 years. The average remaining lease term was 6.3 years, also weighted by net book value. At December 31, 2017, FLY's 83 aircraft on lease were generating annualized rental revenue of approximately $359 million. Two aircraft were off-lease at year end, one of which was subsequently delivered to a new lessee in January 2018, and the other aircraft is expected to be delivered to a new lessee in the first quarter of 2018. FLY’s lease utilization factor was 98.3% for the fourth quarter of 2017 and 99.6% for the year.
 
Conference Call and Webcast
 
FLY’s senior management will host a conference call and webcast to discuss these results at 9:00 a.m. U.S. Eastern Time on Thursday, March 8, 2018. Participants should call +1-253-237-1145 (International) or 800-535-7056 (North America) and enter confirmation code 3572428. A live webcast with slide presentation will be available on the Events & Presentations page in the Investor Relations section of FLY’s website at www.flyleasing.com. A webcast replay will be available on the company’s website for one year.
 
3

About FLY
 
FLY is a global aircraft leasing company with a fleet of modern, high-demand, and fuel efficient commercial jet aircraft. FLY leases its aircraft under multi-year lease contracts to a diverse group of airlines throughout the world. FLY is managed and serviced by BBAM LP, a worldwide leader in aircraft lease management and financing. For more information about FLY, please visit our website at www.flyleasing.com.
 
Cautionary Statement Regarding Forward-Looking Statements
 
This press release contains certain “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “seeks,” “estimates,” “will,” or words of similar meaning and include, but are not limited to, statements regarding the outlook for FLY’s future business, operations and financial performance, including the expected benefits of the AirAsia portfolio transactions (the “Transactions”); whether and when the Transactions will be consummated; the amount of cash and stock consideration to be paid by FLY; the type, amount and terms of the acquisition financing to be obtained by FLY; and, the amount of any fees and expenses incurred in connection with the Transactions. Forward-looking statements are based on management’s current expectations and assumptions, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially due to global political, economic, business, competitive, market, regulatory and other factors and risks, including risks relating to the satisfaction of conditions to the closing of the Transactions; risks relating to satisfaction of conditions to the financing of the Transactions; risks relating to FLY’s ability to obtain additional required financing for the Transactions on favorable terms, or at all; the risk that expected benefits of the Transactions may not be fully realized or may take longer to realize than expected; the risk that business disruption resulting from the Transactions may be greater than expected; and the risk that FLY may be unable to achieve its portfolio growth expectations, or to reap the benefits of such growth. Further information on the factors and risks that may affect FLY’s business is included in filings FLY makes with the Securities and Exchange Commission from time to time, including its Annual Report on Form 20-F and its reports on Form 6-K. FLY expressly disclaims any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in its views or expectations, or otherwise.

# # #
 
Contact:
 
Matt Dallas
Fly Leasing Limited
+1 203-769-5916
[email protected]
 
4

Fly Leasing Limited
Consolidated Statements of Income (Loss)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
   
Three months ended Dec. 31,
   
Year ended Dec. 31,
 
 
2017
(Unaudited)
   
2016
(Unaudited)
   
2017
(Audited)
   
2016
(Audited)
 
Revenues
                       
Operating lease rental revenue
 
$
89,019
   
$
82,755
   
$
337,137
   
$
313,976
 
End of lease income
   
16,598
     
770
     
17,837
     
8,918
 
Amortization of lease incentives
   
(2,066
)
   
(1,808
)
   
(7,668
)
   
(8,898
)
Amortization of lease premiums, discounts and other
   
(123
)
   
(104
)
   
(412
)
   
(414
)
Operating lease revenue
   
103,428
     
81,613
     
346,894
     
313,582
 
Finance lease revenue
   
177
     
64
     
731
     
2,066
 
Equity earnings from unconsolidated subsidiary
   
119
     
126
     
496
     
530
 
Gain on sale of aircraft
   
3,926
     
17,506
     
3,926
     
27,195
 
Interest and other income
   
284
     
1,291
     
1,204
     
1,666
 
Total revenues
   
107,934
     
100,600
     
353,251
     
345,039
 
Expenses
                               
Depreciation
   
33,957
     
31,562
     
133,227
     
120,452
 
Aircraft impairment
   
     
92,000
     
22,000
     
96,122
 
Interest expense
   
31,382
     
31,774
     
127,782
     
123,161
 
Selling, general and administrative
   
7,445
     
6,055
     
30,671
     
30,077
 
Ineffective, dedesignated and terminated derivatives
   
(546
)
   
(252
)
   
(192
)
   
91
 
Loss on modification and extinguishment of debt
   
20,798
     
4,100
     
23,309
     
9,246
 
Maintenance and other costs
   
888
     
351
     
2,524
     
2,279
 
Total expenses
   
93,924
     
165,590
     
339,321
     
381,428
 
Net income (loss) before provision (benefit) for income taxes
   
14,010
     
(64,990
)
   
13,930
     
(36,389
)
Provision (benefit) for income taxes
   
6,840
     
(1,159
)
   
11,332
     
(7,277
)
Net income (loss)
 
$
7,170
   
$
(63,831
)
 
$
2,598
   
$
(29,112
)
Weighted average number of shares
                               
-  Basic
   
28,373,978
     
32,277,965
     
30,307,357
     
33,239,001
 
-  Diluted
   
28,427,967
     
32,277,965
     
30,353,425
     
33,239,001
 
Earnings (loss) per share
                               
-  Basic
 
$
0.25
   
$
(1.98
)
 
$
0.09
   
$
(0.88
)
-  Diluted
 
$
0.25
   
$
(1.98
)
 
$
0.09
   
$
(0.88
)
 
5

Fly Leasing Limited
Consolidated Balance Sheets
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
   
Dec. 31,
2017
(Audited)
   
Dec. 31,
2016
(Audited)
 
Assets
           
Cash and cash equivalents
 
$
329,105
   
$
517,964
 
Restricted cash and cash equivalents
   
127,710
     
94,123
 
Rent receivables
   
2,059
     
419
 
Investment in unconsolidated subsidiary
   
8,196
     
7,700
 
Investment in finance lease, net
   
13,946
     
15,095
 
Flight equipment held for operating lease, net
   
2,961,744
     
2,693,821
 
Maintenance right asset, net
   
131,299
     
101,969
 
Deferred tax asset, net
   
9,943
     
7,445
 
Fair value of derivative assets
   
2,643
     
1,905
 
Other assets, net
   
8,970
     
6,568
 
Total assets
 
$
3,595,615
   
$
3,447,009
 
Liabilities
               
Accounts payable and accrued liabilities
 
$
18,305
   
$
13,786
 
Rentals received in advance
   
14,968
     
13,123
 
Payable to related parties
   
2,084
     
5,042
 
Security deposits
   
49,689
     
42,495
 
Maintenance payment liability
   
244,151
     
182,571
 
Unsecured borrowings, net
   
615,922
     
691,390
 
Secured borrowings, net
   
2,029,675
     
1,831,985
 
Deferred tax liability, net
   
30,112
     
19,847
 
Fair value of derivative liabilities
   
7,344
     
13,281
 
Other liabilities
   
39,656
     
40,254
 
Total liabilities
   
3,051,906
     
2,853,774
 
Shareholders’ equity
               
Common shares, $0.001 par value, 499,999,900 shares authorized; 27,983,352 and 32,256,440 shares issued and outstanding at December 31, 2017 and 2016, respectively
   
28
     
32
 
Manager shares, $0.001 par value; 100 shares authorized, issued and outstanding
   
     
 
Additional paid in capital
   
479,637
     
536,922
 
Retained earnings
   
68,624
     
66,026
 
Accumulated other comprehensive loss, net
   
(4,580
)
   
(9,745
)
Total shareholders’ equity
   
543,709
     
593,235
 
Total liabilities and shareholders’ equity
 
$
3,595,615
   
$
3,447,009
 
 
6

Fly Leasing Limited
Consolidated Statements of Cash Flows
(DOLLARS IN THOUSANDS)
   
Year ended Dec. 31,
 
   
2017
(Audited)
   
2016
(Audited)
 
Cash Flows from Operating Activities
           
Net income (loss)
 
$
2,598
   
$
(29,112
)
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
               
Equity in earnings from unconsolidated subsidiary
   
(496
)
   
(530
)
Finance lease revenue
   
(731
)
   
(2,066
)
Gain on sale of aircraft
   
(3,926
)
   
(27,195
)
Depreciation
   
133,227
     
120,452
 
Aircraft impairment
   
22,000
     
96,122
 
Amortization of debt discounts and issuance costs
   
7,955
     
9,375
 
Amortization of lease incentives
   
7,668
     
8,898
 
Amortization of lease discounts, premiums and other items
   
412
     
388
 
Amortization of GAAM acquisition fair value adjustments
   
1,223
     
1,621
 
Loss on modification and extinguishment of debt
   
23,309
     
9,246
 
Unrealized foreign exchange (gain) loss
   
2,305
     
(437
)
Provision (benefit) for deferred income taxes
   
5,178
     
(9,158
)
(Gain) loss on derivative instruments
   
(478
)
   
76
 
Security deposits and maintenance payment liability recognized into earnings
   
(16,268
)
   
(3,450
)
Security deposits and maintenance payment claims applied towards operating lease revenue
   
     
(684
)
Cash receipts from maintenance rights
   
     
9,513
 
Maintenance rights recognized into earnings
   
465
     
 
Changes in operating assets and liabilities:
               
Rent receivables
   
(4,251
)
   
(1,034
)
Other assets
   
(2,599
)
   
(1,134
)
Payable to related parties
   
(10,126
)
   
(17,163
)
Accounts payable, accrued and other liabilities
   
11,588
     
(10,964
)
Net cash flows provided by operating activities
   
179,053
     
152,764
 
Cash Flows from Investing Activities
               
Rent received from finance lease
   
1,880
     
2,970
 
Purchase of flight equipment
   
(434,122
)
   
(552,166
)
Proceeds from sale of aircraft, net
   
21,750
     
430,867
 
Payments for aircraft improvement
   
(7,357
)
   
(2,230
)
Payments for lessor maintenance obligations
   
(12,564
)
   
(2,712
)
Net cash flows used in investing activities
   
(430,413
)
   
(123,271
)
 
7

   
Year ended Dec. 31,
 
   
2017
(Audited)
   
2016
(Audited)
 
Cash Flows from Financing Activities
           
Security deposits received
   
7,196
     
920
 
Security deposits returned
   
(3,554
)
   
(7,438
)
Maintenance payment liability receipts
   
75,765
     
71,514
 
Maintenance payment liability disbursements
   
(14,303
)
   
(10,951
)
Net swap termination payments
   
     
(709
)
Debt modification and extinguishment costs
   
(17,396
)
   
(3,153
)
Debt issuance costs
   
(1,464
)
   
(2,552
)
Proceeds from unsecured borrowings
   
295,150
     
 
Repayment of unsecured borrowings
   
(375,000
)
   
 
Proceeds from secured borrowings
   
513,459
     
572,719
 
Repayment of secured borrowings
   
(326,909
)
   
(448,346
)
Shares repurchased
   
(57,286
)
   
(40,257
)
Net cash flows provided by financing activities
   
95,658
     
131,747
 
Effect of exchange rate changes on unrestricted and restricted cash and cash equivalents
   
430
     
(84
)
Net increase (decrease) in unrestricted and restricted cash and cash equivalents
   
(155,272
)
   
161,156
 
Unrestricted and restricted cash and cash equivalents at beginning of period
   
612,087
     
450,931
 
Unrestricted and restricted cash and cash equivalents at end of period
 
$
456,815
   
$
612,087
 
 
8

Fly Leasing Limited
Reconciliation of Non-GAAP Measures
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
   
Three months ended Dec. 31,
   
Year ended Dec. 31,
 
   
2017
(Unaudited)
   
2016
(Unaudited)
   
2017
(Unaudited)
   
2016
(Unaudited)
 
Net income (loss)
 
$
7,170
   
$
(63,831
)
 
$
2,598
   
$
(29,112
)
Adjustments:
                               
Aircraft impairment
   
     
92,000
     
22,000
     
96,122
 
Amortization of debt discounts and debt issuance costs
   
1,902
     
2,170
     
7,955
     
9,375
 
Amortization of lease premiums, discounts and other
   
123
     
88
     
412
     
388
 
Amortization of fair value adjustments recorded in purchase accounting
   
295
     
316
     
1,223
     
1,621
 
Loss on modification and extinguishment of debt
   
20,798
     
4,100
     
23,309
     
9,246
 
Professional fees related to restatement
   
     
     
     
1,134
 
Transaction fees and expenses
   
146
     
     
1,815
     
 
Unrealized foreign exchange (gain) loss
   
301
     
(1,187
)
   
2,305
     
(437
)
Deferred income taxes
   
721
     
(2,854
)
   
5,178
     
(9,158
)
(Gain) loss on ineffective, dedesignated and terminated derivatives
   
(546
)
   
(252
)
   
(192
)
   
91
 
Adjusted Net Income
 
$
30,910
   
$
30,550
   
$
66,603
   
$
79,270
 
Average Shareholders’ Equity
 
$
543,705
   
$
620,937
   
$
571,042
   
$
632,818
 
Adjusted Return on Equity
   
22.7
%
   
19.7
%
   
11.7
%
   
12.5
%
                                 
Weighted average diluted shares outstanding(1)
   
28,427,967
     
32,277,965
     
30,353,425
     
33,239,001
 
Adjusted Net Income per diluted share
 
$
1.09
   
$
0.95
   
$
2.19
   
$
2.38
 
 
(1)
The weighted average diluted shares outstanding for the three months and year ended December 31, 2017 includes dilutive common share equivalents of 53,989 and 46,068, respectively.

FLY defines Adjusted Net Income as net income (loss) plus or minus (i) non-cash impairment charges; (ii) non-cash amortization of debt discounts, loan issuance costs, lease premiums and discounts, and other items; (iii) adjustments related to the GAAM portfolio acquisition comprised primarily of amortization of fair value adjustments recorded in purchase accounting; (iv) losses from debt modification and extinguishment; (v) non-recurring expenses; (vi) unrealized foreign exchange gains and losses; (vii) deferred income taxes; and (viii) the ineffective portion and gains and losses associated with cash flow hedges. The adjustments included within Adjusted Net Income are primarily non-cash items, one-time or non-recurring items that are not expected to continue in the future, and certain other items that we consider unrelated to the ongoing performance of our operations. Adjusted Return on Equity is calculated by dividing Adjusted Net Income by the average shareholders’ equity for the periods presented. For periods of less than one year, the resulting return is annualized.
 
9

FLY uses Adjusted Net Income and Adjusted Return on Equity, in addition to GAAP net income and earnings per share, to assess our core operating performance on a consistent basis from period to period. Management believes these measures are helpful in evaluating the operating performance of our ongoing operations and identifying trends in our performance, because they remove the effects of certain non-cash, one-time or non-recurring items that are not expected to continue in the future, and certain other items that are not indicative of our overall operating trends. In addition, Adjusted Net Income and Adjusted Return on Equity help us compare our performance to our competitors. These measures should be considered in addition to, and not as a substitute for net income or other financial measures determined in accordance with Accounting Principles Generally Accepted in the United States. FLY’s definitions may be different than those used by other companies.
 
 
10

Categories

SEC Filings