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Form 6-K Fly Leasing Ltd For: Feb 25

February 25, 2021 4:08 PM EST

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: February 25, 2021

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 February 25, 2021.

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:

February 25, 2021
 
By:

/s/ Colm Barrington
     
Colm Barrington
Chief Executive Officer and
Director

3

EXHIBIT INDEX

Exhibit
Title
   
Press release of Fly Leasing Limited, dated February 25, 2021.


4

Exhibit 99.1


Fly Leasing Reports Fourth Quarter and Full Year 2020 Financial Results
 
Dublin, Ireland, February 25, 2021 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 2020.
 
Fourth Quarter 2020 Highlights

Net loss of $107 million, $3.51 per share

Non-cash impairment charge of $115 million

Sold two aircraft and one engine;17% premium to book value

Raised $180 million five-year Term Loan

Repaid FLY's $325 million 2021 Notes

2020 Full Year Highlights

Net loss of $67 million, $2.21 per share

Sold eight aircraft and three engines; 19% premium to book value

$25.88 book value per share

2.3x net debt to equity

$132 million of unrestricted cash and cash equivalents

Unencumbered assets of $180 million

“FLY’s financial performance continues to be impacted by the COVID pandemic which has had an unprecedented impact on global air traffic,” said Colm Barrington, FLY’s Chief Executive Officer. “In the fourth quarter global airline passenger traffic was 70% less than in the same quarter a year ago. Fortunately, as COVID vaccines reach the majority of populations and border testing becomes more efficient, we expect to see a lifting of government restrictions on travel and pent up demand returning passenger numbers towards pre-pandemic levels later in the year.”

“At year end, FLY’s book value was $25.88 per share, our net debt to equity ratio was 2.3 times and our unrestricted cash was $132 million," Barrington added. "FLY has now redeemed its 2021 unsecured notes, has no capital commitments in 2021 and no significant debt maturities until 2023. We remain in a strong position to weather the current difficult, but improving, market conditions.”
 
Financial Results
 
FLY is reporting a net loss of $107.0 million, or $3.51 per share, for the fourth quarter of 2020. This compares to net income of $75.2 million, or $2.43 per share, for the same period in 2019. The decrease in net income is primarily due to flight equipment impairment of $115.0 million.
 

Net loss for the year ended December 31, 2020 was $67.4 million, or $2.21 per share, compared to net income of $225.9 million, or $7.12 per share, for the year ended December 31, 2019.
 
Adjusted Net Income (Loss)
 
Adjusted Net Loss was $115.2 million for the fourth quarter of 2020, compared to Adjusted Net Income of $77.0 million for the same period in the previous year. On a per share basis, Adjusted Net Loss was $3.78 in the fourth quarter of 2020, compared to Adjusted Net Income of $2.49 for the fourth quarter of 2019.

For the year ended December 31, 2020, Adjusted Net Loss was $69.4 million, or $2.27 per share, compared to Adjusted Net Income of $245.9 million, or $7.75 per share, for the same period last year.

A reconciliation of Adjusted Net Income (Loss) to net income (loss) determined in accordance with GAAP is shown below.
 
Financial Position
 
At December 31, 2020, FLY’s total assets were $3.2 billion, including investment in flight equipment totaling $2.8 billion. Total cash at December 31, 2020 was $161.5 million, of which $132.1 million was unrestricted. The book value per share at December 31, 2020 was $25.88. Compared to the prior year, FLY's net debt to equity ratio at December 31, 2020 remained at 2.3x.
 
Flight Equipment Impairment
 
FLY recognized flight equipment impairment of $115.0 million in the fourth quarter of 2020, of which $106.0 million is related to two Airbus A330-300 aircraft expected to be returned by the lessee in 2021. These widebody aircraft are the only aircraft of their type in FLY's portfolio. The balance of the impairment charge is related to seven narrowbody aircraft that FLY expects to sell in 2021.
 
Aircraft Portfolio
 
At December 31, 2020, FLY had 84 aircraft and seven engines in its portfolio. FLY's aircraft and engines are on lease to 37 airlines in 23 countries. The table below does not include the engines.
 
2

Portfolio at
 
Dec. 31, 2020
   
Dec. 31, 2019
 
   
Number
   
% of Net
Book Value
   
Number
   
% of Net
Book Value
 
Airbus A320ceo Family
   
32
     
28
%
   
34
     
28
%
Airbus A320neo Family
   
1
     
2
%
   
1
     
2
%
Airbus A330
   
3
     
2
%
   
3
     
6
%
Boeing 737NG
   
40
     
39
%
   
42
     
37
%
Boeing 737 MAX
   
2
     
3
%
   
2
     
3
%
Boeing 757-SF
   
     
     
1
   

<1
%
Boeing 777-LRF
   
2
     
11
%
   
2
     
10
%
Boeing 787
   
4
     
15
%
   
4
     
14
%
Total(1)
   
84
     
100
%
   
89
     
100
%


(1)
Includes six aircraft classified as held for sale as of December 31, 2019. No aircraft were classified as held for sale as of December 31, 2020.

At December 31, 2020, the average age of the portfolio, weighted by net book value of each aircraft and engine, was 8.4 years. The average remaining lease term was 4.7 years, also weighted by net book value. At December 31, 2020, FLY's portfolio had contracted annualized rental revenue of approximately $307 million.
 
Conference Call and Webcast
 
FLY’s senior management will host a conference call and webcast to discuss these results at 4:30 p.m. U.S. Eastern Time on Thursday, February 25, 2021. Participants should call +1 (409) 220-9381 (International) or (866) 438-0730 (North America) and enter confirmation code 2325318. A live webcast with slide presentation will be available on the Events and 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.
 
About FLY
 
FLY is a global aircraft leasing company with a fleet of modern 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.
 
Non-GAAP Financial Measures
 
FLY provides all financial information in accordance with Generally Accepted Accounting Principles in the United States (GAAP). To supplement our consolidated financial statements presented in accordance with GAAP, we are also providing with this press release, and on our conference call, certain non-GAAP financial measures, including Adjusted Net Income (Loss) and Adjusted Return on Equity.  In calculating these non-GAAP financial measures, we have excluded certain amounts, as detailed in the reconciliation below.
 
3

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. 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, and the risk that FLY may be unable to achieve its portfolio growth expectations, or to reap the benefits of such growth. Additional or unforeseen effects from the COVID-19 pandemic and the global economic climate may give rise to or amplify many of these risks. The extent to which the COVID-19 pandemic ultimately impacts FLY's business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted. 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

 
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,
 
   
2020
(Unaudited)
   
2019
(Unaudited)
   
2020
(Audited)
   
2019
(Audited)
 
Revenues
                       
Operating lease rental revenue
 
$
64,295
   
$
88,622
   
$
283,926
   
$
391,142
 
End of lease income
   
5,150
     
48,394
     
14,124
     
78,781
 
Amortization of lease incentives
   
(1,244
)
   
(1,237
)
   
(3,578
)
   
(5,590
)
Amortization of lease premiums, discounts and other
   
(274
)
   
39
     
(729
)
   
66
 
Operating lease revenue
   
67,927
     
135,818
     
293,743
     
464,399
 
Finance lease revenue
   
134
     
149
     
557
     
618
 
Gain on sale of aircraft
   
4,286
     
14,691
     
36,003
     
97,323
 
Interest and other income
   
407
     
3,596
     
4,052
     
12,684
 
Total revenues
   
72,754
     
154,254
     
334,355
     
575,024
 
Expenses
                               
Depreciation
   
33,364
     
32,029
     
129,561
     
140,798
 
Flight equipment impairment
   
115,000
     
     
115,000
     
 
Interest expense
   
26,472
     
29,935
     
103,292
     
137,133
 
Selling, general and administrative
   
8,489
     
9,131
     
30,902
     
35,304
 
Provision for uncollectible operating lease receivables
   
1,000
     
     
4,000
     
 
Loss (gain) on derivatives
   
1,714
     
(89
)
   
1,648
     
2,720
 
Fair value loss on marketable securities
   
185
     
     
13,025
     
 
Loss on modification and extinguishment of debt
   
1,012
     
4,260
     
1,862
     
9,590
 
Maintenance and other costs
   
3,218
     
229
     
6,622
     
3,075
 
Total expenses
   
190,454
     
75,495
     
405,912
     
328,620
 
Net income (loss) before provision (benefit) for income taxes
   
(117,700
)
   
78,759
     
(71,557
)
   
246,404
 
Provision (benefit) for income taxes
   
(10,664
)
   
3,601
     
(4,132
)
   
20,527
 
Net income (loss)
 
$
(107,036
)
 
$
75,158
   
$
(67,425
)
 
$
225,877
 
Weighted average number of shares
                               
-  Basic
   
30,481,069
     
30,898,410
     
30,551,873
     
31,607,781
 
-  Diluted
   
30,481,069
     
30,903,313
     
30,551,873
     
31,715,469
 
Earnings (loss) per share
                               
-  Basic
 
$
(3.51
)
 
$
2.43
   
$
(2.21
)
 
$
7.15
 
-  Diluted
 
$
(3.51
)
 
$
2.43
   
$
(2.21
)
 
$
7.12
 

5

Fly Leasing Limited
 
Consolidated Balance Sheets
(DOLLARS IN THOUSANDS, EXCEPT PAR VALUE DATA)

   
Dec. 31,
2020
(Audited)
   
Dec. 31,
2019
(Audited)
 
Assets
           
Cash and cash equivalents
 
$
132,097
   
$
285,565
 
Restricted cash and cash equivalents
   
29,432
     
52,738
 
Rent receivables, net
   
57,015
     
14,264
 
Investment in finance lease, net
   
10,396
     
11,639
 
Flight equipment held for sale, net
   
     
144,119
 
Flight equipment held for operating lease, net
   
2,529,428
     
2,720,000
 
Maintenance rights
   
279,124
     
290,958
 
Deferred tax asset, net
   
11,753
     
11,675
 
Fair value of derivative assets
   
2,085
     
4,824
 
Other assets, net
   
116,255
     
129,377
 
Total assets
 
$
3,167,585
   
$
3,665,159
 
Liabilities
               
Accounts payable and accrued liabilities
 
$
18,135
   
$
22,746
 
Rentals received in advance
   
8,724
     
16,391
 
Payable to related parties
   
4,058
     
10,077
 
Security deposits
   
36,439
     
40,726
 
Maintenance payment liability, net
   
203,684
     
219,371
 
Unsecured borrowings, net
   
296,876
     
619,407
 
Secured borrowings, net
   
1,642,242
     
1,695,525
 
Deferred tax liability, net
   
51,366
     
57,935
 
Fair value of derivative liabilities
   
46,169
     
27,943
 
Other liabilities
   
70,896
     
76,761
 
Total liabilities
   
2,378,589
     
2,786,882
 
Shareholders’ equity
               
Common shares, $0.001 par value, 499,999,900 shares authorized; 30,481,069 and 30,898,410 shares issued and outstanding at December 31, 2020 and  2019, respectively
   
31
     
31
 
Manager shares, $0.001 par value; 100 shares authorized, issued and outstanding
   
     
 
Additional paid-in capital
   
509,738
     
516,254
 
Retained earnings
   
312,967
     
380,392
 
Accumulated other comprehensive loss, net
   
(33,740
)
   
(18,400
)
Total shareholders’ equity
   
788,996
     
878,277
 
Total liabilities and shareholders’ equity
 
$
3,167,585
   
$
3,665,159
 

6

Fly Leasing Limited
Consolidated Statements of Cash Flows
(DOLLARS IN THOUSANDS)

   
Year ended Dec. 31,
 
   
2020
(Audited)
   
2019
(Audited)
 
Cash Flows from Operating Activities
           
Net income (loss)
 
$
(67,425
)
 
$
225,877
 
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
               
Gain on sale of aircraft
   
(36,003
)
   
(97,323
)
Depreciation
   
129,561
     
140,798
 
Flight equipment impairment
   
115,000
     
 
Amortization of debt discounts and debt issuance costs
   
7,717
     
9,906
 
Amortization of lease incentives and other items
   
4,621
     
6,152
 
Provision for uncollectible operating lease receivables
   
4,000
     
 
Fair value loss on marketable securities
   
13,025
     
 
Loss on modification and extinguishment of debt
   
1,862
     
9,590
 
Provision (benefit) for deferred income taxes
   
(4,296
)
   
20,449
 
Security deposits and maintenance payment liability recognized into earnings
   
(12,650
)
   
(47,890
)
Cash receipts from maintenance rights
   
2,725
     
4,637
 
Other
   
6,864
     
2,345
 
Changes in operating assets and liabilities:
               
Rent receivables
   
(54,170
)
   
(10,668
)
Other assets
   
3,073
     
(2,160
)
Payable to related parties
   
(6,019
)
   
5,615
 
Accounts payable, accrued liabilities and other liabilities
   
2,285
     
4,842
 
Net cash flows provided by operating activities
   
110,170
     
272,170
 
Cash Flows from Investing Activities
               
Purchase of flight equipment
   
(74,940
)
   
(319,995
)
Proceeds from sale of aircraft, net
   
187,154
     
824,116
 
Payments for aircraft improvement
   
(17,362
)
   
(8,085
)
Payments for lessor maintenance obligations
   
(521
)
   
(2,110
)
Purchase of marketable securities
   
     
(10,481
)
Other
   
(536
)
   
(2,059
)
Net cash flows provided by investing activities
   
93,795
     
481,386
 

7

   
Year ended Dec. 31,
 
   
2020
(Audited)
   
2019
(Audited)
 
Cash Flows from Financing Activities
           
Security deposits received
   
4,009
     
4,369
 
Security deposits returned
   
(349
)
   
(4,617
)
Maintenance payment liability receipts
   
21,593
     
60,744
 
Maintenance payment liability disbursements
   
(13,196
)
   
(22,567
)
Debt modification and extinguishment costs
   
(230
)
   
(2,052
)
Debt issuance costs
   
(3,312
)
   
(342
)
Repayment of unsecured borrowings
   
(325,000
)
   
 
Proceeds from secured borrowings
   
171,900
     
 
Repayment of secured borrowings
   
(229,786
)
   
(698,989
)
Shares repurchased
   
(6,516
)
   
(32,871
)
Net cash flows used in financing activities
   
(380,887
)
   
(696,325
)
Effect of exchange rate changes on unrestricted and restricted cash and cash equivalents
   
148
     
(8
)
Net (decrease) increase in unrestricted and restricted cash and cash equivalents
   
(176,774
)
   
57,223
 
Unrestricted and restricted cash and cash equivalents at beginning of period
   
338,303
     
281,080
 
Unrestricted and restricted cash and cash equivalents at end of period
 
$
161,529
   
$
338,303
 
                 
Reconciliation to Consolidated Balance Sheets:
               
Cash and cash equivalents
 
$
132,097
   
$
285,565
 
Restricted cash and cash equivalents
   
29,432
     
52,738
 
Unrestricted and restricted cash and cash equivalents
 
$
161,529
   
$
338,303
 

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,
 
   
2020
(Unaudited)
   
2019
(Unaudited)
   
2020
(Unaudited)
   
2019
(Unaudited)
 
Net income (loss)
 
$
(107,036
)
 
$
75,158
   
$
(67,425
)
 
$
225,877
 
Adjustments:
                               
Unrealized foreign exchange loss (gain)
   
337
     
178
     
714
     
(271
)
Deferred income taxes
   
(10,417
)
   
4,486
     
(4,296
)
   
20,449
 
Fair value changes on undesignated derivatives
   
1,871
     
(2,794
)
   
1,643
     
(176
)
Adjusted Net Income (Loss)
 
$
(115,245
)
 
$
77,028
   
$
(69,364
)
 
$
245,879
 
Average Shareholders’ Equity
 
$
840,813
   
$
838,525
     
869,649
     
774,145
 
Adjusted Return on Equity
   
(54.8%
)
   
36.7%
 
   
(8.0%
)
   
31.8%
 
                                 
Weighted average diluted shares outstanding
   
30,481,069
     
30,903,313
     
30,551,873
     
31,715,149
 
Adjusted Net Income (Loss) per diluted share
 
$
(3.78
)
 
$
2.49
   
$
(2.27
)
 
$
7.75
 

FLY defines Adjusted Net Income (Loss) as net income (loss) plus or minus (i) unrealized foreign exchange gains and losses; (ii) deferred income taxes; (iii) the fair value changes associated with interest rate derivative contracts that are not accounted for as cash flow hedges; and (iv) non-recurring expenses. The adjustments included within Adjusted Net Income (Loss) are primarily non-cash or non-recurring items that we consider unrelated to the ongoing performance of our operations. Adjusted Return on Equity is calculated by dividing Adjusted Net Income (Loss) by average shareholders’ equity for each period presented. For periods of less than one year, the resulting return is annualized.
 
FLY uses Adjusted Net Income (Loss) and Adjusted Return on Equity, in addition to GAAP net income (loss) and earnings (loss) 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 or non-recurring items and certain other items that are not indicative of our overall operating trends. In addition, Adjusted Net Income (Loss) and Adjusted Return on Equity help us compare our performance to our competitors. These measures should be considered in addition to, and not as substitutes for, net income or other financial measures determined in accordance with GAAP. FLY’s definitions may be different from those used by other companies.
 

9



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