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Babcock & Brown Air Limited (NYSE:FLY)

Q4 2009 Earnings Call

March 4, 2010 9:00 am ET

Executives

Matt Dallas – Director Investor Relations

Steve Zissis - Chairman

Colm Barrington – Chief Executive Officer

Gary Dales – Chief Financial Officer

Analysts

Richard Shane – Jefferies & Co.

Andrew Light – Citigroup

Alex for Michael Linenberg – Bank of America

[Bill Oldman – Wycall Capital]

Operator

Welcome to the Babcock & Brown Air fourth quarter and fully year 2009 earnings conference call. (Operator Instructions) I would like to turn the event over to Matt Dallas, Director of Investor Relations.

Matt Dallas

Good morning everyone. I’m Matt Dallas, the Investor Relations Manager of Babcock and Brown Air and I’d like to welcome everyone to our fourth quarter and full year 2009 earnings conference call. Babcock & Brown Air, which we will refer to as B&B Air, or the Company throughout this call, issued its fourth quarter and full year 2009 earnings results press release earlier today which is posted on the company’s web site at www.babcockbrownair.com.

Representing the company today on this call will be Steve Zissis, our Chairman, Colm Barrington, our Chief Executive Officer and Gary Dales, our Chief Financial Officer.

I’d like to begin the call today by reading the following Safe Harbor statement. This conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include but are not limited to statements regarding the outlook for the company’s future business and financial performance. Forward-looking statements are based on current expectation and assumptions of B&B Air’s management which are subject to uncertainties, risks and changes in circumstances that are difficult to predict.

Actual outcomes and results may differ materially due to factors that a summarized in the earnings press release and are described more fully in the company’s filings with the SEC. Pease refer to these sources for additional information. B&B Air 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.

This call is the property of B&B Air and cannot be distributed or broadcast in any form without the express written consent of the company. A reply of this call is available for two weeks from today. An archived webcast of this call will be available for one year on the company’s website.

I will now hand the call over to Steve Zissis, our Chairman and the CEO of BBAM to give you his view on industry conditions.

Steve Zissis

Thank you Matt, and thank you everyone for joining us on our fourth quarter and full year earnings call.

The last years have been challenging for airlines and commercial aircraft lessors but conditions continue to improve and we remain cautiously optimistic about the prospects for meaningful recovery starting in 2010 and our outlook for 2011 and 2012 is positive.

In more balanced economic times the commercial aviation business in predictably a seasonal business with peak demand coming in the summer months. More passengers travel in the summer and this creates demand from our airline clients for more aircraft to carry these passengers.

The global recession and financial market collapse that has dominated the mindset in consumers over the last two years, has similarly muted the seasonality typical for the business. Since the beginning of the global economic downturn, airlines have been focused on cutting capacity, thinning inefficient and under utilized aircraft from their fleets and dramatically slashing airfares in an effort to keep their passenger load factors at respectable levels. This has caused an increase in demand for aircraft which is a very positive sign for the sector.

Likewise, positive and consistent with my comments on the last conference call, the prospects for long term demand for aircraft are also improving. Airline fleet planning efforts have been positively influenced for the prospects of economic recovery and many of the airlines that we talk to every day are planning to grow their fleets and passenger capacity in 2011 and 2012.

The only other comment I’d like to make relative to the demand side of the equation is with respect to regions of the world where we are seeing most of the demand. The emerging markets are the leaders on the demand side. The emerging market demand is being underpinned by positive economic growth underway in these jurisdictions and the lack of over ordering for new aircraft in recent years.

These economies are growing and they do not have enough aircraft on order to support this growth. Conversely, for the most part, airlines in the developed world are coping with slower economic growth, shrinking premium passenger traffic and higher cost of capital. This has limited the amount of demand we are seeing from the developed regions.

Lease rates for in production aircraft are now starting to show signs of improvement and we expect this to continue into 2011. Demand for certain older aircraft remains weak and we see little upside potential or recovery prospects for these types of assets.

I’d also like to comment briefly on some competitive dynamics in the aircraft lessee sector that we believe will impact aircraft values. For the first time since the beginning of the credit crisis, significant amounts of private equity capital are flowing into the sector. The capital is being attracted to the sector because of good prospects for recovery and asset prices.

There are several new entrances to the sector bidding for aircraft assets and many of the older established industry players have an appetite to grow their fleets over the coming years. For those of our shareholders that are concerned about the prospects for much higher levels of inflation in the medium term, we believe that an owner of aircraft assets leaves you well positioned to weather and profit from this macro economic development should it materialize.

Aircraft are hard assets that should benefit from investor demand for cash flow based investments as a hedge against inflation.

On a cautionary side, we’ll say that we remain very concerned about the price of oil and about the impact of high oil prices on airline profitability. If prices move above $70 to $80 a barrel level in the current market, we expect that the incremental financial squeeze posed by these higher costs may at best cause some airlines to rethink fleet growth and at worst, may precipitate more industry bankruptcies.

Finally, I’d like to turn my comments briefly to B&B Air’s financial performance and the transparent nature of its business model prior to handing the call over to Colm. We all know that it’s been a difficult market, but B&B Air’s financial performance has been strong.

In 2009, B&B Air produced available cash flow in excess of $4.00 per share. When combined with the company’s existing cash balances and the value of the debt securities that the company has repurchased in recent months, there is significant value embedded in the company even excluding the long term value of the aircraft portfolio.

The ongoing cash flow is sufficient to cover current dividend in addition to buying back significant amount of the company’s debt and equity securities and selectively adding attractive aircraft to our portfolio.

I will now hand the call over to Colm, our CEO.

Colm Barrington

Thank you Steve. Thank you everybody for joining us this morning. Financially, B&B Air had an excellent year with net income of $89 million and earnings per share of $2.89. These figures compare to $48 million and $1.44 in 2008, a doubling of our EPS year on year.

Our available cash flow, which Steve has referred to and which we refer to as ACF, was $126 million or $4.08 per share. This compares to $139 million or $4.15 per share in 2009. A reconciliation of ACF to net income is available in today’s earnings release. For the year, we paid total dividends of $0.80 per share representing 20% of ACF.

Our fleet which was comprised mainly of modern widely used, fuel efficient narrow body aircraft, performed very well in 2009. Our 62 aircraft are leased to 36 airlines in 19 countries and a total utilization of 98% and at year end all of our aircraft are on lease.

Our year end receivables balance of $3.9 million was less than 2% of our annualized rentals compared favorably to the $4.1 million balance at the end of December 2008. We had no lessee bankruptcies during the year.

In January of 2009, we entered into a settlement agreement with a guarantor who leased four of the aircraft that we reposed a year earlier. Under the terms of this agreement, we received $6.3 million in February 2009 and received and additional $2 million during the remainder of the year and will receive approximately $4 million over the next two years.

The highly positive performance from our portfolio was despite the fact that 2009 was another very difficult year for the airline industry as weak consumer demand in most markets resulted in reduced passenger numbers and particularly a significant reduction in yields. I also estimate that its member airlines lost the best part of $13 billion in the year.

I expect that 2010 will be a better year for airlines, but that it may be a little while before those return to global airline profitability.

In summary, our 2009 portfolio performance reflects high utilization, no lessee failures and a relatively strong credit performance from the lessee’s. There is not doubt that our policy of focusing on modern and popular narrow bodied aircraft has given us great resilience in what has been a tough environment.

At year end, our 62 aircraft at an average age of 7.3 years and our average remaining lease term was 4.8 years, both figures being weighted by net book value of each aircraft. At year end, our annualized rentals were $213 million.

We have nine scheduled lease returns in 2010 and are reasonably comfortable with the levels of interest in the aircraft. We have already leased and delivered one aircraft, reached agreement on the re-lease of a second aircraft, have agreed to forward sale of return and are in advanced discussions on the extension of two more leases.

We are in discussions with several parties regarding the other four aircraft. We expect to reach agreement with respect to two of these shortly. Overall demand conditions are better than they were a year ago so I am hopeful for another strong performance from the portfolio in 2010.

We did not acquire any aircraft in 2009, preferring to devote the company’s resources to more attractive opportunities that arose as a result of the continuing disruptions in the world’s financial markets. In this regard, we have had a very successful year, ending 2009 with a much stronger balance sheet than at the start of the year.

For example, during 2009 shareholders equity increased from $389 million to $485 million. Total cash increased from $170 million to $235 million and unrestricted cash increased from $57 million to $96 million.

While the improved cash position was largely as a result of our portfolio performance, the higher earnings and strengthen balance sheet results mainly from our purchase of $169.4 million principal amount of our notes payable for 49% of their face amount.

This purchase representing approximately 20% of our note payable outstanding at the start of the year has added significantly to the strength and flexibility of the company and also enhancing shareholder value.

During 2009 we also repurchased 2.2 million shares at an average price of $4.08 per share. As a result at year end, the total of 30.3 million shares outstanding, a reduction of 7% from a year earlier.

All of the factors outlined above, a strong portfolio performance, debt repurchases at a steep discount to principal amount and a reduction of the number of shares outstanding had the effect of more than doubling our EPS compared to 2008.

Meanwhile, shareholders equity increased by approximately 35% per share from less than $12 per share at the end of 2008 to nearly $16 per share at the end of 2009.

So B&B enters 2010 in a strong financial position. Looking ahead, we expect that airline financial markets will improve in 2010 and we intend to explore opportunities to add to the portfolio and additional initiatives to further enhance shareholder value. Our strong financial position and the depth of industry experiences provided by the BBAM team provides us the tools to achieve these objectives.

I will now hand it over to Gary Dales, our CFO for a deeper look at the financials.

Gary Dales

Thank you Colm. We’re reporting net income of $13.7 million or $0.45 per share. This compares to net income of $9.4 million or $0.28 per share, a 61% increase in per share earnings. For the 12 months ended December 31, 2009 we are reporting net income of $89.1 million or $2.89 per share. This compares to net income of $48.1 million or $1.44 per share.

I will now discuss these results in more detail. Our total revenues for the quarter were $66.1 million and include operating lease revenue of $52.5 million and a gain on purchase of notes payable of $12.5 million.

Operating lease revenue for the fourth quarter of 2009 of $52.5 million compares to operating lease revenue of $53.7 million for the same period in the previous year. For the year, operating lease revenue was $214 million as compared to $218.9 million reported in 2008. The decrease is due to decreases in rents for those leases that adjust with LIBOR and end of lease revenue of $11.7 million recognized in 2008 which is not present in the current year.

Also included in 2008 total revenues are gains of $11.4 million associated with the sale of two aircraft. 2009 revenues include a gain of $8.3 million associated with a lease termination settlement Colm referred to earlier.

As Colm highlighted, during 2009 we purchased our notes payable with a principal amount of approximately $169 million for $83 million. In connection with these transactions, we recognized a pre tax gain of $82.7 million of which $12.5 million was recognized in the fourth quarter.

Total expenses for the fourth quarter of 2009 were $48.8 million compared to $49.9 million for the same period in the previous year and consists primarily of depreciation expense of $21.2 million, interest expense of $20 million and selling, general and administrative expenses of $5.2 million. For the year, total expenses were $194.1 million compared to $181.1 million for the previous year, an increase of approximately 7%.

Depreciation expense for the fourth quarter of 2009 was $21.2 million compared to $20.2 million for the same period in the previous year, an increase of $1 million or 5%. For the year, depreciation expense increased $9.5 million or 13% to $83.7 million and primarily reflects a full year’s depreciation on the aircraft acquired in 2008.

Interest expense for the fourth quarter of 2009 of $20 million compared to $22.6 million for the same period in the previous year, a decrease of $2.6 million or 12%. The decrease is primarily due to the decline in LIBOR which reduced the interest cost on debt amounts associated with aircraft subject to variable lease rentals.

For the year, interest expense decreased approximately $776,000 or 1% to $80.9 million. The decrease is due to the decline in LIBOR partially offset by interest on the additional borrowings used to fund the 2008 aircraft purchases.

Selling, general and administrative expenses were $5.2 million in the fourth quarter of 2009 compared to $5.3 million for the same period in the previous year. For the year, selling, general and administrative expenses were $21.1 million compared to $21 million in the previous year.

For 2009 selling, general and administrative expense was 6.9% of total revenues compared to 8.9% in 2008.

During 2009 we paid $7 million for two options to purchase up to $100 million of our notes payable at 48% of par value. We exercised an option on $25 million of principal amount of the notes payable in each of the third and fourth quarters. The cost of the option is being amortized over their terms of approximately six months and ten months respectively and resulted in a charge to 2009 earnings of $6.1 million.

Our provision for income taxes for the fourth quarter of 2009 was $3.7 million representing an effective rate of 21.2%. The effective rate for the same period in the previous year was 13.3%. The decrease in the effective rate reflects the recognition of deferred taxes at a 25% rate on the gain associated with the purchase of the notes payable.

For the year, provision for income taxes was $24.4 million reflecting an effective rate of 21.5%, again mainly due to the higher rate on the gains from the notes payable purchases. The effective rate for 2008 was 12.5%.

Moving on to the balance sheet, at December 31, 2009 we have total assets of $2 billion of which $1.7 billion is invested in flight equipment held of operating lease. Out total cash and cash equivalents is $235.2 million of which $96 million is unrestricted. Our unrestricted cash increased by almost 70% during 2009.

Our available cash flow or ACF was $29.1 million for the fourth quarter of 2009 compared to $35.9 million for the same period in the previous year. On a per share basis, ACF was $0.96 in t he fourth quarter of 2009 compared to $1.07 in the same period in the previous year.

For the year ended December 31, 2009, AFC was $125.8 million or $4.08 per share. This compares to ACF of $139.2 million and $4.15 per share for 2008. 2008 ACF includes approximately $11.7 million of end of lease income and gains of $11.4 million associated with the sale of two aircraft, neither of which is present in the current year.

We define ACF as net income plus depreciation, amortization of lease incentives, and debt issue costs and deferred income taxes, all non cash charges. Gains resulting from the purchase of the notes payable are excluded from ACF.

We believe that ACF provides a meaningful measure of B&B Air’s capacity to reinvest in our business and to execute other initiatives designed to create shareholder value. However, actual cash available for distribution may differ from our ACF measure because of other cash items that are not reflected in net income.

You will find a reconciliation of ACF to net income, directly comparable GAAP measure at the end of our press release issued this morning.

With that, let me turn it back to Colm for his closing remarks.

Colm Barrington

Thank you Gary. In summary, B&B Air did very well during a very difficult year for the aircraft leasing industry. We continue to focus on maximizing the value of our portfolio and to generating enhanced shareholder value, particularly as market conditions improve.

We are now ready to take your questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from Richard Shane – Jefferies & Co.

Richard Shane – Jefferies & Co.

What are the renewals expected for 2010 and 2011 just so we can start thinking about that in terms of what planes are going off and what the expectation should be.

Steve Zissis

For 2010 we’ve got approximately nine aircraft that are available as Colm mentioned. One aircraft has already been leased to an Asian carrier. One other aircraft has already been extended with an existing airline in Europe and then we’ve got four aircraft that we’re actively marketing right now which are available for the summer season.

And those are two A-320’s and two 757’s and then later in the year we’ve got two A-319’s that we available but those are actively being discussed about an extension with the current airline. So I think when you’re starting to think about our portfolio, I would focus on probably the four aircraft that we’re currently in the market with.

At this time we’re getting pretty good demand for those aircraft so we expect to have those signed up shortly.

Richard Shane – Jefferies & Co.

And no material change in lease rates given where they were before?

Steve Zissis

On the A-320’s which are a mid life A-320’s or 1995, we expect those lease rates to hold at the current level and on the 75’s we expect those to maybe be down no more than 5%.

Richard Shane – Jefferies & Co.

Really for the first time in awhile given strong cash position, given industry outlook, you’re going to have some choices and you allude to the fact that you may make some acquisitions. When you look at where planes are priced and you also look at also how your stock is priced in the context of a discount to book value, and again, you have the ability to fair market to value of the portfolio in a way that GAAP accounting doesn’t reflect and then make a very rational economic decision, does it really make more sense to buy a plane at a discount by buying back one share of your stock or going out and buying a cheaper plane in the open market. When you do that calculus, how close is the balance right now?

Colm Barrington

I think certainly during 2009 the balance was very much in favor of deploying our cash to buy back shares and debt as we’ve done, particularly with the shortage of debt capital and the price of debt capital.

I think as we go into 2010 with debt capital becoming more available, and hopefully we haven’t seen too much in decrease in price yet, but obviously pricing coming down on debt capital, and as we hopefully will see more aircraft actually appearing on the market. There haven’t been too many really good slam dunk deals around during 2009 and hopefully we’re going to see some more aircraft coming on the market in 2010 as some of the buyers start actually selling, we will see more opportunities.

But there is no doubt that at today’s price of $9.60 to $10.00 our shares are very attractive and we will hopefully have an opportunity to buy more shares during the course of 2010.

So we’re still juggling each one. As I said, maybe the market conditions for buying aircraft will improve and you’ll see us begin to raise more debt during the course of 2010 getting attractive deals, but we’re still looking at shares. We’re still looking at debt. We’re still looking at aircraft.

Richard Shane – Jefferies & Co.

Of course in typical sale side simplification I can see it as binary buy stock, buy planes, but the reality is it’s probably going to be some good combination of all three.

Colm Barrington

Hopefully you’ll see some good combination, yes.

Operator

Your next question comes from Andrew Light – Citigroup.

Andrew Light – Citigroup

Steve, your comments on emerging markets, does that also extend to places like east Europe, Russia, India because we have seen some bankruptcies in Eastern Europe and Russia and the Indian airlines are very heavily indebted.

Steve Zissis

On particular areas, Eastern Europe is not really showing any signs of recovery yet. Russia definitely has shown signs of recovery and we’re getting quite a bit of strong demand out of Russia. India believe it or not looks very positive.

The three airlines that we follow closely there which is Spice, Indigo and King Fisher are all showing increased need for aircraft and in fact Spice recorded their first operating profit for the airline. So things are looking up in India.

Andrew Light – Citigroup

Can you give us an update on the situation at BBAM and its parentage? Any resolution there and any meaningful impact at all for B&B Air? And secondly, given that you may be purchasing aircraft this year, can you give us a rough idea, a ball park range of what kind of magnitude of amounts we’re talking about?

Steve Zissis

With respect to BBAM, I think what I should say to the shareholders is that the current team is still in place. There has been no effect to our performance at B&B Air and what the team has been doing over the last 18 months which have been a very frustrating time because we continue to have delays in closing our deal which are really things outside our control and the parties that are involved control.

But we do still expect to close the deal sometime here in the near future and as soon as we have more clarity on the situation, we’ll update you.

Andrew Light – Citigroup

You’re not losing staff to some of these competitors like RVS?

Steve Zissis

We lost one but we are 93 people in BBAM so losing one person doesn’t really impact our ability to perform. And obviously people are frustrated with the continued delays but given the state of the industry and you see everybody else trying to get their deals done and they haven’t been able to do that either, there’s no surprise that it’s taking longer than we expected.

Andrew Light – Citigroup

If you are going to go back to acquiring aircraft this year, are we talking about $100 million, $200 million, $300 million or is there any way of putting a range on it?

Steve Zissis

No, right now we really don’t have a range on it. Obviously we’ll look at them as the opportunities come up but kind of referring back to Colm’s earlier comment, when our debt was trading at $0.48 on the dollar, it’s pretty hard to make any aircraft deal work when you can buy your own debt at $0.48 on the dollar and we decided to deploy a lot of capital picking up our debt which we did.

Now that price has recovered and it’s back in the $75 to $80 range. It doesn’t make really a lot of sense for us to continue buying that debt and aircraft deals now look on a relative basis, more attractive except for our stock price. Buying our stock back is probably, makes a lot of sense at this point.

But we do expect to be pretty active in 2010 and 2011 and it will be somewhat gauged by the availability of competitive debt.

Operator

Your next question comes from Alex for Michael Linenberg – Bank of America.

Alex for Michael Linenberg – Bank of America

You had just mentioned about the repurchase of your securitization debt. Was there another tranche of options that were out there that you have that could enable you to continue to repurchase debt?

Colm Barrington

Yes, we have some more options available this quarter up to $50 million still available to us which we haven’t made any announcements on yet.

Alex for Michael Linenberg – Bank of America

Could you quickly update us on the financial covenant situation over at the securitization notes as well as the credit facility, kind of where you are in terms of meeting the various covenants with those two pieces of debt?

Gary Dales

With regard to the securitization, there are very few covenants. There is an interest coverage ratio that doesn’t kick in until August of this year and in looking at where we are against that, we have a lot of room under that so no problem there.

In the acquisition facility, there are a couple of covenants that we look at every year, and again we have fairly good room on each of those covenants. Also we started paying down our principal balance on the acquisition facility which we started at the end of last year which will make that one test where there’s a loan to value test actually easier to meet as we go forward.

Operator

Your next question comes from [Bill Oldman – Wycall Capital]

[Bill Oldman – Wycall Capital]

Can you talk about how you’re positioning yourself for a potential rise in interest rates over the next year or two, how that impacts credit facilities, debt, borrowing capacity etc. and maybe even on the value of your aircraft. And then can you comment on this more of a competitive environment thing, can you comment on the ILFC process and what that might look like or what the scenarios are for that going forward and what impact that has or may have on your business and on the aircraft leasing business in general.

Colm Barrington

On the interest rates first of all, what we do is when we enter into a new lease we hedge the interest on the debt element of our facility that applies to that aircraft for that lease and we hedge it over the term of the lease. So a rise in interest rates during the term of the lease doesn’t impact us in any way.

Obviously if interest rates rise in the long term and as more aircraft come off lease, generally speaking you will find that lease rates will tend to rise with interest rates and so as we re-lease aircraft in the future, hopefully we will be getting higher rates to compensate for the fact that interest rates have gone up at the same time.

Regarding ILFC, I think we’d rather not comment. I think there is a lot of industry speculation around and I don’t think we have much to add to what you could read in the media.

Operator

Your next question comes from Richard Shane – Jefferies & Co.

Richard Shane – Jefferies & Co.

There was a question about covenants on securitizations. Our understanding is that 2012 you go into a turbo pay down on the securitization. What’s the strategy there? Do you think that’s a facility that you could refinance or how will you handle that and how will that impact CAD?

Colm Barrington

I think it’s a bit early to say how financial markets are going to be in the summer of 2012 but it is as you mentioned a turbo facility. There is no wall we meet or precipice we fall over. The facility gobbles up most of the cash from that portfolio. However, the fact is that we do own them 20% of that debt facility ourselves now so much of that cash will come back to us or 20% at this point in time so we just have to see how things develop over the next two and a half years and see what we do at the time.

Richard Shane – Jefferies & Co.

What percentage of the assets are contributed to that securitization?

Colm Barrington

There were originally 47 of the original assets and then we sold two of those 47, so we have 45 aircraft in that facility at this point in time. I think one of the aircraft we’re selling later this year is also in that facility and there may be one or two other sales, but it’s 45 currently contracted to go to 44 by the end of the year.

Operator

That concludes the Q&A session for today. Are there any closing remarks?

Steve Zissis

I’d like to thank everyone for joining this quarter’s call. We look forward to updating you all again next quarter. Thank you.

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