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Executives

Matt Dallas – Investor Relations

Steve Zissis – President and CEO, BBAM

Colm Barrington – Chief Executive Officer

Gary Dales – Chief Financial Officer

Analysts

Helane Becker – Dahlman Rose

David Nasborough – RBC Wealth Management

Jon Evans – Edmunds White Partners

Yeltsin Rabat – Independent Investment

FLY Leasing Limited (FLY) Q3 2010 Earnings Call November 4, 2010 4:30 PM ET

Operator

Good afternoon. My name is [Rosche], and I will be your conference operator today. At this time, I would like to welcome everyone to the Fly Leasing Limited Third Quarter 2010 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. (Operator Instructions)

Thank you. Mr. Dallas, you may begin your conference.

Matt Dallas

Thank you and good morning, everyone. I am Matt Dallas, the Investor Relations Manager of Fly Leasing and I'd like to welcome everyone to our third quarter earnings conference call. Fly Leasing which we will refer to as FLY or the company throughout this call, issued its third quarter earnings results press release earlier today, which is posted on the company's website at www.flyleasing.com.

Representing the company on this call today will be Steve Zissis, the President and CEO of BBAM; 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 expectations and assumptions of FLY'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 are summarized in the earnings press release and are described more fully in the company's filings with the SEC. Please refer to these sources for additional information. 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.

This call is the property of Fly Leasing and cannot be distributed or broadcast in any form without the expressed written consent of the company. A replay of this call is available for two weeks from today. An archived webcast of this call will be available for one year and available on the company's website.

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

Steve Zissis

Thanks, Matt. The news from the commercial aviation industry continues to be positive. I can confirm that we are experiencing strong demand for aircraft lease product from virtually all global jurisdictions. The emerging market regions continue to exhibit very strong growth and passion to traffic, just as they have been for the past several quarters.

U.S. airline industry through consolidation and relatively good discipline and capacity growth has recently been profitable and cash flow positive. We continue to believe that there will be a combination of growth in the emerging market regions and the significant re-fleeting requirements of financially stabilized U.S. legacy carriers that will fuel growth in the aircraft leasing sector for the foreseeable future.

Our airline clients are making fleet planning decisions in a manner consistent with historical practice. That is to say, airlines have moved beyond the short term when thinking about capacity growth and re-fleeting and are now planning two to three years into the future. This is an important change from the prior 18 months and supports a traditional cyclical recovery.

Airlines and aircraft leasing companies are ordering aircraft in large numbers. Both Airbus and Boeing have substantial demand for the newer narrow body equipment, a particular focus for FLY. There are virtually no delivery positions available from either manufacturer on these aircraft types for several years.

Both Airbus and Boeing are increasing production rates in an effort to satisfy the demand but we still see a favorable supply demand dynamic that we expect to continue to underpin the recovery in aircraft values and lease rates.

Equity capital continues to pour into the sector. As mentioned on prior calls, much of the capital is coming from private equity community but the larger existing lessors are also allocating capital to grow their businesses.

As you would expect, this capital is creating more demand for aircraft to pursue prices higher. This demand for leased aircraft is creating more liquidity for FLY's aircraft.

We have taken advantage of this liquidity to rebalance the portfolio in the third quarter. And we sold three aircraft at premiums to net book value. We have another aircraft sale scheduled for the fourth quarter, a 21-year old 757. And we will continue to look for further sales opportunities.

The cash proceeds from these sales will be combined with the company's significant unrestricted cash balances to acquire new aircraft. We made some progress in this front in the third quarter with the flydubai transaction. And we expect more opportunities in the next 12 months to originate sale lease backs directly with the airlines.

I will now turn the call over to Colm.

Colm Barrington

Good afternoon, everyone. FLY is reporting another good result for the three months ending on September 30, 2010 with adjusted net income of $14.1 million and adjusted earnings per share of $0.52, excluding $1.9 million of share-based compensation. This compares to net income of $14.4 million and EPS of $0.48 in the same quarter of 2009. The $0.04 improvement in our EPS from last year is partly due to the reduced number of shares outstanding arising from our ongoing share repurchases.

This quarter's figures were enhanced by gains in the sale of three of our aircraft, while last year's figures were enhanced by a significant gain on the purchase of notes payable. Our available cash flow in the quarter was $40.4 million or $1.48 per share. This compares to $29.1 million or $0.96 per share in the same quarter of 2009. The improvement is mainly due to the gains in the sales of the three aircrafts and the earnings from our investment in BBAM.

A reconciliation of ACF to net income is available in today's earnings release. At quarter-end, FLY had total cash balance of $361 million, of which $114 million was unrestricted. These figures compare to $235 million and $96 million at December 31, 2009.

The three aircraft sales completed in this quarter generated net cash proceeds of $86.3 million. Following repayment of $54 million of third-party debt related to these aircrafts in October, $32 million of this amount was released to unrestricted cash, which has a further positive impact on unrestricted cash since quarter end.

These increased cash balances were despite the significant share repurchases made in the September quarter. As Steve mentioned, in the fourth quarter, we expect to complete the sale of a 21-year old B757 aircraft at a significant premium to net book value.

In addition, we recently announced the acquisition of three 737-800 delivery positions with flydubai. I am pleased to announce that we have since sold one of these positions at a premium to our contracted purchase price, allowing us to recognize an immediate gain without having had to fund the purchase.

This is consistent with our strategy to opportunistically trade out of aircrafted premiums to net book value and to actively manage our lessee concentrations. These transactions will be reflected positively in our fourth quarter financials and will have further positive impacts on our cash balances.

In relation to our cash, it should be noted that FLY owns $169.4 million face value of its securitized notes, for which we paid $83 million. At current trading levels, these notes have a market value of approximately $144 million.

These notes combined with our unrestricted cash balance and cash proceeds from the sale of aircraft give us the potential to access over $250 million of unrestricted cash to fund further growth. We have declared a dividend of $0.20 per share for the quarter, representing 13.5% of ACF in the quarter. This dividend will be paid on November 19 to shareholders of record on October 29. This is our 12th consecutive quarterly dividend and underscores our continuing commitment to the dividend.

Our fleet of modern popular and fuel efficient aircraft has generally performed well in the quarter. Our fleet had a total utilization of 94% in the quarter and at quarter end albeit four of our 59 aircrafts were on lease.

FLY had one lead aircraft on lease to Mexicana. And we have take repossession of this aircraft through a court approved agreement with Mexicana. We have since entered into a letter of intent for a new lease of this aircraft and expected it to be delivered with new lessee early in 2011.

We've also entered into letters of intent for the other three aircraft that were off leased at quarter end. We expect that two of these aircraft would be delivered to the new lessee this month and that the third will be delivered to its new lessee in early 2011.

Incidentally, of the two-scheduled lease terms that we have in 2011, we have already re-leased one of these aircraft. Our quarter-end lease receivable balance of $1.7 million was approximately $2.8 million less than three months ago.

At quarter end, our 59 aircraft had an average age of 8.1 years and our average remaining lease term of 4.4 years. At quarter end, our annualized lease rentals were $195 million.

You will recall that during the June quarter, we invested $8.75 million for a 15% interest in BBAM LP, the newly formed private aircraft and lease management company that is our servicer.

BBAM with nearly 400 aircraft valued at over [$110] billion under its management including FLY's 59-aircraft has recently been ranked by Airfinance Journal as the world's third largest aircraft and lease manager.

This investment in BBAM has given FLY 15% interest in the management income from this large portfolio along with income from aircraft origination, remarketing and sales. It is entirely complementary to FLY's core business, is cash accretive to the company and is expected to (inaudible) strong returns for FLY and its shareholders.

In the September quarter, we reported $1.3 million of pre-tax income from this investment and in the five months since we have made the investment, FLY has reported $1.9 million of pre-tax income from BBAM.

In the September quarter, FLY repurchased another 1.6 million of its shares at an average price of $10.70 per share for a total investment of $17.6 million. These shares represented approximately 6% of the shares outstanding at June 30, 2010.

At September 30, there were 26.6 million shares outstanding. Since we launched our share repurchase program in June 2008, FLY has repurchased a total of 7 million shares for a total of $50.8 million at an average price of just less than $8 per share.

The shares repurchased represent approximately 21% of our shares outstanding at the start of the program and bring our current share count to 26.6 million. Our Board has approved an extension of the program through May 2011. In addition to these share repurchases, FLY has also repurchased approximately 20% of its securitized notes at an aggregate price of less than 50% of face value.

These transactions add further strength to FLY's business and to our balance sheet, further increasing shareholder equity and particularly on a per share basis. Our total shareholders' equity is now approximately $17 per share.

So FLY has made very positive progress in the September quarter. We have found new homes for our off leased aircraft including the one aircraft we had at Mexicana and both of the -- and one of the two aircraft that are due for re-lease in 2011.

We have also made good progress on lessee receivables and have benefited from attractive sales opportunities at prices well below -- well above our net book values. Perhaps most importantly, we have recommenced our growth profile with new aircraft purchases.

From the perspective of our shareholders, the three aircraft sales we completed in the quarter endorse the fact that the real market value of our aircraft is above the net book value as reflected on our balance sheet. Meanwhile, our strong cash position, supplemented by the market value of our securitized notes that we bought at a deep discount gives the company considerable balance sheet strength and provides us with the potential to avail of growth opportunities, which we are proceeding to do.

So I'll now hand over to Gary Dales, our CFO for a deeper look at the financials.

Gary Dales

Thank you, Colm. We are reporting net income for the quarter of $12.2 million or $0.45 per share. This compares to net income of $14.4 million or $0.48 per share for the third quarter of 2009. For the nine months ended September 30, 2010, our net income was $42 million or $1.46 per share as compared to net income of $75.4 million or $2.43 per share for the same period in the previous year.

As Colm mentioned, this quarter's results include a pre-tax gain of $8.9 million from the sales of three aircrafts. Last year's results include approximately $70 million in gains associated with purchasing our notes payable and approximately $8 million in a lease termination settlement.

I will now discuss these results in more detail. Our total revenues for the quarter were $62.6 million and include operating lease revenue of $51.7 million, earnings from our 15% investment in BBAM of $1.3 million, $8.9million from the sale of three aircraft and proceeds from a lease termination settlement of $570,000.

Operating lease revenue for the third quarter of 2010 of $51.7 million compares to operating lease revenue of $54.3 million for the same period in the previous year. The decrease is primarily due to the aircraft that were off leased during the third quarter of 2010 and placing another lessee on non-accrual status.

For the nine-month period ended September 30, 2010, total revenues were $193.7 million and consist of operating lease revenue of $167.4 million, earnings from our investment in BBAM of $1.9 million, gains from the sale of three aircraft, a gain from the sale of an option to purchase $50 million principal amount of our notes payable of $12.5 million, proceeds from a lease termination settlement of $1.7 million and interest and other income of $1.3 million.

Currently, revenues do not include any gains associated with the repurchase of our notes payable that were included in our 2009 results. There was an increase of $6 million in operating lease revenues, reflecting end of lease revenue associated with the aircraft that was re-delivered in 2010, partially offset by certain of those aircrafts being off leased for a portion of 2010.

Total expenses for the third quarter of 2010 were $48 million, compared to $50.2 million for the same period in the previous year and consist of a depreciation expense of $21.3 million, interest expense of $18.8 million, selling, general and administrative expenses of $6.8 million and maintenance and other cost of $1.1 million.

With respect to the aircraft that was on lease to Mexicana, we recognized $2.9 million of excess maintenance reserves at lease termination. This revenue was partially offset by the lack of lease revenue and approximately $800,000 of repossession-related expense.

Total expenses for the nine-month period ended September 30, 2010 were $143.2 million and consist of depreciation expense of $63.7 million, interest expense of $56.6 million, selling, general and administrative expense of $19.5 million, amortization of an option to purchase our own debt of $947,000 and maintenance and other cost of $2.4 million.

Selling, general and administrate expense for the nine-month period ended September 30, 2010 includes $2.2 million of expenses associated with our separation from Babcock & Brown. These expenses were paid for by Babcock & Brown and the reimbursement is reflected in our financial statements as a capital contribution.

Total expenses decreased $2.1 million from the same nine-month period in the previous year. Depreciation expense for the third quarter of 2010 was $21.3 million, compared to $21.1 million for the same period in the previous year, an increase of approximately $200,000 or 1%.

Interest expense for the third quarter of 2010 of $18.8 million compared to $20.4 million for the same period in the previous year, a decrease of $1.6 million or 8%. This decrease is primarily due to the shift in our mix of floating versus fixed rate debt and a reduction in the amount of debt outstanding.

Selling, general and administrative expenses were $6.8 million in the third quarter of 2010 compared to $4.8 million for the same period in the previous year, an increase of $2 million. The increase is due to the recognition of the non-cash share-based compensation expense of $1.9 million.

The $3.6 million increase in the nine-month period includes $2.8 million of non-cash share-based compensation and a $2.2 million in expenses paid by Babcock & Brown. Maintenance and other costs were $1.1 million in the third quarter of 2010, compared to $500,000 for the same period in the previous year. The increase relates primarily to expenses accrued associated with the aircraft previously unleashed to Mexicana.

Our provision for income taxes for the third quarter of 2010 was $2.4 million, representing an effective rate of 16.4%. The effective rate for the same period in the previous year was 18%.

Our balance sheet remains strong. At September 30, 2010, we had total assets of $2 billion, of which $361 million is in cash and $1.6 billion is invested in flight equipment held for operating lease.

Our available cash flow was $40.4 million for the third quarter of 2010, compared to $29.1 million for the same period in the previous year, an increase of 39%. The increase is primarily due to the gains from the sale of the three aircraft and the earnings from our investment in BBAM.

On a per share basis, ACF was $1.48 in the third quarter of 2010, compared to $0.96 for the same period in the previous 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.

Non-cash gain resulting from the purchase of the notes payable and other one-time non-cash items are excluded from ACF. We believe that ACF provides a meaningful measure of FLY's capacity to reinvest in our business and to execute other initiatives designed to create shareholder value. Actual cash available for distribution may differ from our ACF measure because of other cash proceeds and expenses that are not reflected in net income. You will find a reconciliation of ACF to net income, the most directly comparable GAAP measure at the end of our press release issued a little earlier.

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

Colm Barrington

Thank you, Gary. Well, in summary then, FLY has made further solid progress in the first nine months of 2010 and particularly received further improvements in positive endorsements of our shareholder value. This value has been particularly evidenced by the recent sales of four aircraft, including a 15-year-old A320 and a 21-year-old 757, of significant premiums to the net book values of the aircraft.

We expect this positive trend in aircraft values to continue. And we hope to take further advantage of them. As Steve has reminded us in the beginning of the call, the current positive airline industry environment should provide us with further growth opportunities over the coming months.

Our current and potential unrestricted cash balances and the continuing improvements in the debt markets would allow us to avail of these opportunities as they emerge. FLY will continue to focus on sensible growth. So thank you for your attention. And we're now ready to take your questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from the line of Helane Becker from Dahlman Rose.

Helane Becker – Dahlman Rose

Thank you, operator. Hi, gentlemen. Just a couple of questions, if you don't mind, on the aircraft that you talked about just now saying that, I guess, you were taking in the flydubai plan that you are reselling at a higher price than what you are paying for it. Can you just go through the accounting for that and how that shows up on -- how that flows through the income statement actually?

Colm Barrington

Helane, it will come -- this is Colm here. It will come in as fee income because basically we never took delivery of the aircraft. We just sold our position to a third party without having to take possession. So it will be just fee income.

Helane Becker – Dahlman Rose

Okay. That's really excellent. And then on the Mexicana aircraft, has that plane actually come back to your possession now that you have it in your going through whatever you need to go through to make it ready for the next lessee?

Colm Barrington

Yeah. We entered into an agreement with Mexicana, which was endorsed by the bankruptcy court in Mexico. And then we took possession of the aircraft. It's still in Mexico, but it's in our possession in a separate facility in Mexico. And we're preparing that aircraft to fly it back to the U.S.

Helane Becker – Dahlman Rose

Okay. That's perfect. Glad to know that. And then my last question is on Bremenfly. I noticed that company stopped operating yesterday and they had two leased aircraft in their service. Was any of those planes yours?

Colm Barrington

No. That's a bullet we missed.

Helane Becker – Dahlman Rose

Good. Thank you. Thank you for your help.

Operator

Your next question comes from the line of [David Nasborough] from RBC Wealth Management.

David Nasborough – RBC Wealth Management

Hi. I know it seems kind of silly, since just a year-ago, you are buying back your debt at $0.50 and $1, but with these lower interest rates, does it make sense for you to do long-term fixed rate financing right now?

Colm Barrington

I mean we -- our facilities are all floating rate, David, so we're actually benefiting from lower interest rates. What we do is then we swap a part of our dash representing the value of each aircraft as we get enter into a new lease. So if we are entering into a five-year lease for one of the aircraft, we will swap that portion of the dash related to that aircraft for five years. So we are actually benefiting from lower interest rates as our leases mature.

David Nasborough – RBC Wealth Management

But I gather from that you, you really don't foresee in the future you’d ever want to lock in?

Colm Barrington

Well, we lock in to…

David Nasborough – RBC Wealth Management

Loan financing.

Colm Barrington

Sorry. Say that again.

David Nasborough – RBC Wealth Management

Yeah. Just as a general corporate, would it make sense to have $500 million out there at, say 6% or 5.5% something like that, locked in for a long time?

Colm Barrington

Well, I mean we're benefiting from lower interest rates as our leases mature and then we match our funding to our leases. So we're just trying to lock everything off, we don't want to take position for interest rates right now.

David Nasborough – RBC Wealth Management

Okay. Thank you.

Operator

Your next question come from the line of Jon Evans from Edmunds White Partner.

Jon Evans – Edmunds White Partners

Can you just talk a little bit -- you guys have been great stewards of capital. When your debt was cheap you're buying your debt, you bought your equity back when you thought it was cheap. It sounds like you're getting more bullish about putting your funds to work, buying planes. Is that a fair assessment and I guess can you counterbalance that with your thoughts on stock repurchase from here. Should we expect more or not necessarily?

Steve Zissis

Well, Joe, this is Steve Zissis. As the market recovers both for the flight debt, which is now trading at $0.85 to $0.87 and our stock is starting to recover. We found that it is probably a better opportunity now for us to start investing again in growth opportunities in the main portfolio. And what we're finding in the marketplace is given the large amount of deliveries that the airlines are taking in late 2010 and all the way through '11 that we're finding various opportunity to do direct sale lease backs with the airlines.

So we think that it is an accretive way to grow the business, we are a leasing company. And at the end of the day, there is only so much debt we can buyback in shares before we're private again.

Jon Evans – Edmunds White Partners

Right.

Steve Zissis

So, the main objective here is to grow our business in an accretive way for our shareholders.

Jon Evans – Edmunds White Partners

Okay. And then can you talk a little bit about with what you are seeing with leasing rates and the prices of the planes obliviously going up and the market becoming more robust. Can you help us understand kind of the inherent return you guys are looking for in the lease now?

Steve Zissis

Well, I think it's consistent with what we've always said in all our calls. The type of returns that we're looking for on an unlevered basis, right, because leverage is one of the key drivers in how you look at returns here. It's still in the mid-to-high teens and that's how typically that we look at aircraft values.

Now, we also look at, for instance, trading some of our aircraft, which we've been pretty active in doing in the last year here. Selling aircraft for higher than our book value, which Colm has mentioned in his opening remarks, which really indicates that our portfolio is still under valued on a relative basis. Because we are able to sell our aircraft for more than our net book value.

Jon Evans – Edmunds White Partners

All right.

Steve Zissis

So as aircraft values recover and liquidity returns to the marketplace we expect our stock to also behave in that manner.

Jon Evans – Edmunds White Partners

Okay and then two last questions. Your guys have thought process on the dividend as your income starts to increase and your lease income increases, is dividend growth something you are looking to do or not necessarily?

Colm Barrington

Well, in dividend growth, I mean, we have been doing a lot of shareholder value enhancement over the last two or three years in terms of buying back shares. So we kept the dividend at $0.20 now for the last 2.5 years approximately. We look at it every quarter, Jon, so I can't make any promise on any plans of the dividend at the moment. But just look at our history, today and the fact that we've maintained that dividend now for 12 consecutive quarters.

Jon Evans – Edmunds White Partners

Okay. And then the last question I'd have for you, is as you go into '11, you have many planes that are coming off lease and if you do is I assume that is there an opportunity to put them out at higher rates or not necessarily?

Steve Zissis

Well, just to give you a recap, Joe, for '11, we had seven aircrafts coming off lease on scheduled redeliveries for '11. All of those is either being extended or remarketed to other airlines and we have one A320 that's available in spring '11 that's -- that we're in the marketplace for. Lease rates in general are recovering but to make a blanket statement that they are higher or lower than what they are currently at would be misleading. You really got to go aircraft by aircraft.

Jon Evans – Edmunds White Partners

Okay. Thank you for your help.

Operator

(Operator Instructions). Your next question comes from the line of [Yeltsin Rabat] from Independent Investment.

Yeltsin Rabat – Independent Investment

Hi, all. Colm, a question to you regarding the -- you sold your plane at a premium to net book value. Can you give us a flavor, is it specific to your company or we're seen this across the board also among your competitors? And my second question is if Airbus or Boeing come within a new re-engining program for their B-737 or the A320 as well we know there is a C series are coming on stream. How do you think it will affect the resale value of the planes that in your -- it's in your current -- in your fleet? Thank you.

Colm Barrington

Okay. Starting with the second question, I think it is unlikely from what we are hearing that we are going to get a re-engine 737 for many years to come. Because it looks as if the capital cost of doing this is going to great extent neutralize any gains from -- any economic gains from the re-engining. So, we are not expecting anything to happen on either an 737 or an A320 re-engining for the foreseeable future. And we think this is because of the increased cost of the aircraft that won't be a great deal of advantage. So in that base we don't see much happening to the values of our present fleet because of that.

It's too difficult to comment on in terms of your first question. It's too difficult to comment on other lessor's portfolios because we don't know all the details. I mean it all depends on the age of the aircraft and what price they paid for them, but all we can say is that for the aircraft we have sold from our portfolio recently, we have been able to sell them at significant discounts.

And of the three aircraft we sold in the September quarter, I think, our total proceeds was something over $80 million and we have reported an $8.9 million gain. So that's about a 10% premium to net book value on those aircraft.

Steve Zissis

You said discounts, so that…

Colm Barrington

Sorry.

Steve Zissis

You meant premium.

Colm Barrington

Premiums, yeah, excuse me, premium to net book value.

Yeltsin Rabat – Independent Investment

Okay. Thank you very much.

Operator

At this time, there are no further questions.

Colm Barrington

Thank you everyone for joining us for the third quarter earnings call. We look forward to updating you again next quarter. Bye now.

Operator

This concludes today's FLY Leasing Limited third quarter 2010 earnings conference call. You may now disconnect.

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