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Executives

Matt Dallas - Manager, IR

Colm Barrington - CEO

Gary Dales - CFO

Steve Zissis - President and CEO of BBAM

Analysts

Glenn Engel – Bank of America

John Evans - Edmunds White Partners

Richard Haydon - Yield Capital Partners

FLY Leasing Limited (FLY) Q4 2011 Earnings Conference Call March 8, 2012 9:00 AM ET

Operator

Good morning. My name is Don and I will be your conference operator today. At this time, I would like to welcome everyone to the FLY Leasing Limited Fourth Quarter 2011 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker’s remarks, there will be a question-and-answer session. (Operator Instructions)

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

Matt Dallas

Thank you. Good morning everyone. I am Matt Dallas, the Investor Relations Manager of FLY Leasing and I'd like to welcome everyone to our fourth quarter and full year 2011 earnings conference call. FLY Leasing, which we will refer to as FLY or the Company throughout this call, issued its fourth quarter earnings results press release earlier today, which is posted on the Company's website at www.FLYleasing.com.

Representing the company today, on this call, will be Colm Barrington, our Chief Executive Officer, Gary Dales, our Chief Financial Officer and Steve Zissis, the President and CEO of BBAM, the company that manages and services FLY’s fleet.

I’d like to begin the call 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 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 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

Good morning everyone and thank you for joining us today. In recent months, demand for narrow body aircraft has softened, as more airlines hesitate to expand capacity in an uncertain economic environment. And a record number of aircraft are coming off the supply lines from the OEM’s. Although, we remain cautious in the immediate future, the prospects for growth and renewals remain positive over the medium term, due to the real re-fleeting requirements for many legacy carriers, as well as the long term growth potential in the emerging markets

The ongoing recovery on the demand side has been stalled recently by bankruptcy filings, from several airlines that have caused over 50 narrow body aircraft, to be available for lease in the current market, over and above normal supply levels.

We are concerned of the possibilities that marginal operators will either seize operation or reduce their fleets to right size their business over the coming months. Although, this will put downward pressure on the lease rates, in the short term, we expect rates to recover as airlines gradually absorb the oversupply.

On the (inaudible) front, we are now seeing increased opportunities compared to recent years. Some traditional source have pulled back for a variety of reasons, be it the lack of debt, the need to husband capital, pre-delivery payments on their order positions, or because they must scale back acquisitions due to portfolio concentration issues. We expect the next 24 months, to provide attractive opportunities to deploy capital and high yielding and in creative deals for FLY.

Since we now find the best value in a flying aircraft, FLY will increasingly be shifting its strategy from equity indebt repurchases to aircraft transactions. Although, the debt markets remain challenging, we’ve seen some traditional lenders re-enter the market, or be it on a more selective basis and with higher margins. In addition non-traditional lenders from Asia-Pacific have filled some of the void left by European lenders. So far higher credit margins have been offset by lower levels of absolute interest rates. We expect this trend to continue in the near term.

BBAM, which is 15% owned by FLY, has a 22-year history in aircraft leasing. BBAM manages over 450 aircrafts, is supported by a 110 employees globally and is led by seasoned management team, with a proven track record, in remarketing, re-origination and debt sourcing, as evidence by the acquisition and financing 52 aircrafts last year, by BBAM on FLY’s behalf.

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

Colm Barrington

Thanks Steve and good morning everyone. Well, FLY had a truly transformational year in 2011. We grew our fleets of modern commercial aircraft from 59 to 109, an 85% increase in our fleet. Most of this growth was achieved through the acquisition of a $1.4 billion portfolio 49 aircrafts completed in October.

The significant growth in 2011 was achieved without raising any additional equity capital. As, a result we expect the acquisitions to have a continuing strong impact on EPS, adjusted net income and available cash flow per share in 2012 and beyond.

Our new aircraft acquisitions in 2011 reflect our strategy of focusing on popular narrow bodied aircraft, which continue to be the made most widely used types by airlines who are our customers and throughout the world. Of our total portfolio of 109 aircraft, 82 are Boeing 737 next generation and Air Bus A-320 family aircraft. These aircrafts have been and we believe will continue to be the types most widely used by airlines in all part of the world. Therefore, the best products for aircraft left awes, as they allowed seamless movements from airline to airline as leases end.

Our acquisitions in 2011 also reflect our strategy of acquiring aircraft through sale and lease pack and secondary market transactions, robbed in by orders from the aircraft manufacturers for delivery out in the future. Our strategy allows us to evaluate all the relevant aspects of each acquisition transaction, that is the aircraft cost, the terms if we issued lease, and the financing terms that are available. And we can do this, before we make each investment decision. It also allows us to make each decision based on our known resources, rather than making capital commitments today for use for us in the future, when capital availability is uncertain.

We have now grown our portfolio by over 130%, since FLY’s IPO in 2007. We expect to continue this growth trajectory over the coming years, either through one of our acquisitions or through portfolio acquisitions, depending on available opportunities. We would note that the timing and the opportunities to purchase large portfolio’s of aircraft is obviously unpredictable, although this will impact the predictability of our rate of growth.

The recent GAAM portfolio acquisition was arranged by BBAM, FLY’s manager and the servicer of our fleet. BBAM’s worldwide contacts and industry experience was significant contributors to our ability to complete this deal. It should also be noted that BBAM agreed to waive there approximately 6 million of the fees to which it was entitled, arising out to the closing because of the scale and multiple aircraft purchase.

So high benefits from BBAM’s global footprint and extensive relationships with airlines and financial institutions around the world. FLY is also in towards continued access to debt financing to BBAM’s established banking relationships, as evidenced by our recent extension of a $600 million credit facility.

FLY also continues to receive strong benefits from a 15% stake in BBAM. This $8.75 million investment has diversified the company’s income sources and has proven to be excellent investment for FLY’s shareholders. In 2011, earnings from our investment in BBAM totaled $5.4 million and we’ve now earned a total of $8.3 million since we acquired the interest in April 2010. FLY’s reported adjusted net income of $35.8 million for 2011 equal to $1.38 per share. We defined adjusted net income plus or minus aircraft impairment, share based compensation, swap ineffectiveness and transaction fees and expenses and non-cash purchase accounting charges associated with the GAAM portfolio acquisition. We’re reporting adjusted net income in recession 2011 and we will continue to do so in 2012 because we are approximately $24 million of adjustments we’ve been required to make in respective to GAAM portfolio acquisition and which were partially responsible for our net loss in the fourth quarter of 2011.

We believe that adjusted net income provides useful additional information about FLY’s operating and period-over-period performance and provide additional information that is useful for valuation the underlying operational performance of our business. In particular, the adjusted net income reported for the fourth quarter allows you to see the initial positive impact of the GAAM portfolio on FLY as that portfolio was required during the quarter.

In the fourth quarter we also incurred a $7.5 million impairment charge on respective to two D737 - 500 classic aircrafts. The leases of which will end in the first half of this year. However, we expect to recover approximately $6 million later this year from end of these compensation payments from our lessee. Retained maintenance reserve and disposition proceeds reducing our net economic loss to approximately $750,000 per aircraft. Following the sale of these two aircraft we will have only one remaining Boeing 737 classic aircraft in our portfolio. This aircraft a Boeing 737-100 QC is on a lease that expires in 2015 when this aircraft will be 24 years old and will be substantially depreciated.

As your aware and Steve referred to, there have been several airline bankruptcies in the past few months. FLY had one aircraft leased to one of these airlines on a lease that was due to expire in May 2013. We have regained possession of this aircraft and are close to agreeing a new lease with another airline for delivery in the next few months.

FLY also has four aircrafts with an airlines whose financial problems have been widely reported in the media. During the process of completing termination agreements for these aircrafts and as of today three of the four aircraft have been flown out of the lessee’s jurisdiction and the fourth is being prepared for a ferry flight.

FLY has security deposits and maintenance reserves which we believe will be sufficient to restore the technical condition of the aircraft for delivery to the next lessee’s. Meanwhile, we will be pursuing the current lessee and its guarantor for losses incurred in respect to the leases and in fact we have already signed a letter of intent with another airline for a new lease on one of these aircraft and that lease will start in June.

During the year, FLY also sold two aircraft for a total price of approximately $139 million. Since its inception FLY has sold a total of eight aircraft all of prices in excess of its value and for an aggregate gain of $34 million over our net book value. Today, we have a fleet of 111 commercial aircraft and leased 54 airlines in 29 countries. With a larger fleet we expect to sell aircraft more regularly with the overall strategy of locking in asset values and returning older assets and investing in newer ones.

More regular sales of aircraft will generate cash flow to re-invest the business and to support our ongoing dividend policy. In this regard FLY recently declared its 17 consecutive quarterly dividend of $0.20 per share since its (inaudible) FLY has now paid dividends totaling $4.40 per share. FLY remains strongly committed to its policy of investing in the business and in returning capital to shareholders.

In 2011, we invested $161 million of our own cash for the purchase of new aircraft while returning $34 million to shareholders through share repurchases and dividends. We remain committed to our dividend which currently represents an approximate 6% dividend yield. As you’ll be aware of the four publicly listed aircraft lessors FLY is one of two that pays dividends and our dividend is 1/3 higher and that listed lessor on a per share basis.

We will continue to evaluate the level of dividend based on the results of the business and the best uses of cash as we continue to grow the business and strive to continue to enhance shareholder value. We are already off to a strong start in 2012. We also continue to streamline our financings and refinance and extension of a $600 million facility on November 2012 until 2018 and on attractive terms.

We expect to see attractive opportunities to acquire aircraft at attractive prices. We will avail these opportunities provided they deliver strong returns. FLY has no capital commitments or forward aircraft orders that require pre-delivery payments and we have demonstrated our ongoing access to debt financing. As a result we have the ability to avail at further attractive growth opportunities. I’ll now hand over to Gary Dales our CFO for deeper look at the financials.

Gary Dales

Thank you Colm. As Colm mentioned the two items dominating our quarter results are the impairment charge at $7.5 million and the expensing of $16.1 million of transaction fees and expenses associated with the acquisition of the GAAM portfolio. We’re reporting a net loss for the quarter of $9.2 million or $0.37 per share. This compares to net income of $10.6 million or $0.39 per share for the fourth quarter of 2010. Adjusted net income was $20.7 million or $0.80 per share for the fourth quarter of 2011. This compares to an $11.6 million or $0.43 per share for the same period in the previous year an increase of 79%. This increase is primarily due to the additional aircraft in our portfolio. For the year ended December 31, 2011 our net income was $1.1 million or $0.03 per share on a diluted basis as compared to net income of $52.7 million or $1.86 per share for 2010. 2011 full year results were also impacted by the impairment charge and the expensing of the GAAM portfolio acquisition transaction charges. Adjusted net income for 2011 was $35.8 million, this compares to $56.4 million for 2010. The decline is a result of lower end of lease revenue in 2011 compared to 2010, fewer aircraft sales and the gain in 2010 from the sale of an option to purchase our debt.

Now, let me discuss the results in little more detail. Our total revenues for the quarter were $94.5 million and include operating lease revenue of $81.6 million earnings from our equity investments of $3 million and a pretax gain of $9.1 million from the sale of the two aircraft. Operating lease revenue excluding end of lease revenue (inaudible) 70%, primarily as a result of our acquisition of 51 aircraft in the fourth quarter of 2011. End of lease revenue was immaterial in the fourth quarter of 2011, whereas it contributed $4.3 million in the fourth quarter of 2010. The pre-tax gain of $9.1 million from the sale of the two aircraft in the fourth quarter of 2011 compares favorably to the pre-tax gain of $4.5 million from the sale of one aircraft in the fourth quarter of 2010. Also positively contributing to fourth quarter 2011 results was $2.7 million of income from our investment in BBAM.

Total revenues for 2011 were $248.8 million and consist of operating lease revenues of $230.7 million. Earnings from our equity investments of $5.6 million and a pre-tax gain from the sale of aircraft of $9.1 million. Our operating lease revenue for the year increased $11.1 million or 5%. The 49 aircraft acquired in the GAAM transaction were included for only a portion of the fourth quarter and 2010 operating lease revenues included $21.4 million of the end of lease revenue. For 2011, we recognized only $2.9 million of end of lease revenue.

Total expenses for the fourth quarter of 2011 were $101.8 million, compared to $47.6 million for the same period in the previous year. These expenses included an impairment charge of $7.5 million and transaction fees expenses of $16.1 million. In addition, depreciation expense of $33 million, interest expense of $35.4 million, and selling, general and administrative expenses of $9.5 million. The increase in depreciation, interest and SG&A expenses is primarily due to the increased number of aircraft in our portfolio. Also included within interest expense is $4.3 million of non-cash amortization expense resulting from application of purchase accounting to the debt that was assumed to connection with the GAAM acquisition. The assumed debt was recorded in the financial statements at less than the face amount reflecting its current fair value. This discount is being amortized into interest expense over the life of the debt.

Total expenses for the year ended December 31, 2011 were $243.5 million compared to $190.8 million for 2010. Our 2011 expenses include the impairment charge of $7.5 million and $18 million of transaction fees and expenses.

Transaction cost related towards business combination must be expenses incurred. The increase in other expenses is due to increase in the number of aircraft in our portfolio. These aircraft were added in the fourth quarter of 2011.

Our provision for income taxes for the fourth quarter of 2011 was $1.8 million despite having a pre-tax loss. This results from many of the GAAM portfolio acquisition transaction expenses not being deductible for income tax purposes. For the full year 2011, our provision for income taxes was $4.2 million resulting in an effective rate of 79.5%. This results primarily from the GAAM portfolio acquisition, transaction fees that are not deductible. In addition, our earnings from the BBAM investment and certain of the acquired aircraft are taxed at a rate higher than our statutory rate of 12.5%. The effective income tax rate for 2010 was 16.2%.

As Colm mentioned, we were able to make the $1.4 billion acquisition with cash on our balance sheet and no new capital. In total the acquisition required $115 million of cash, excluding transaction expenses of approximately $18 million. Our total assets have increased to $3.2 billion at December 31, 2011 of which approximately 90% or $2.8 billion is flight equipment held for operating lease.

Our available cash flow or ACF was $44.6 million for the fourth quarter of 2011 compared to $37.8 million for the fourth quarter in the previous year. On a per share basis, ACF was $1.73 in the fourth quarter of 2011 compared to $1.42 for the fourth quarter in the previous year. The increase was due to the additional aircraft in the portfolio and gains on the sale of the two aircraft. For the year ended December 31, 2011, our ACF was $133 million or $5.12 per share. For the year ended December 31, 2010, ACF was $165.7 million or $5.85 per share. We define ACF as net income plus depreciation, aircraft impairment, amortization of lease incentives, debt discounts, debt issue cause, lease premiums and discounts, share-based compensation and deferred income taxes, all non-cash charges. We believe that ACF provides an additional measure for evaluating our ongoing cash earnings from which capital investments are made, debt is serviced and dividends are paid. However, actual cash available for distribution may differ from our ACF measures because of other cash expenses that are not reflected in net income. You will find the reconciliation of ACF to net income 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. I think you would agree that FLY continue to maintain strong progress in 2011 and also continued to provide solid returns to our shareholders. We believe that our achievements in 2011 will provide continuing opportunities in 2012 and beyond. While the future will certainly have challenges, we believe that we have the resources and management experience to turn these opportunities into positive results. We also have the resources to avail of opportunities to grow the business both smartly and productively. With that we are ready to take your questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question is from the line of Glenn Engel from Bank of America.

Glenn Engel – Bank of America

Good morning, a couple of questions. One, the utilization rate in the fourth quarter and what you expect it to be in the first?

Colm Barrington

In the fourth quarter it’s very close to 100%, Glen. In the second quarter, we will probably in the 96ish range percentage considering the four aircraft I referred to that we are having the issue with the single carrier.

Glenn Engel – Bank of America

And what percent of your leased revenues expire in 2012 and 2013?

Colm Barrington

As I recall, 12 of our aircraft were due for re-lease in 2012, and approximately the same number I think in 2013, I don’t have that figure right in front of me, Glen. But we have made great progress on the 2012 remarketing on our next scheduled lease expire in August of this year.

Glenn Engel – Bank of America

The $5.8 million amortization of fair value adjustment recorded in a purchase accounting that you break out, does that show up in less revenue?

Gary Dales

A portion of it shows up in less revenue. About $1.5 million of it is amortization of net lease premiums and rest of it is made up for the most part of the interest charge I talked about, $4.3 million amortizing that debt discount.

Glenn Engel – Bank of America

Okay. So it is not showing up in the depreciation line?

Gary Dales

No, it’s not in depreciation line at all.

Glenn Engel – Bank of America

And finally the equity interest was triple last year’s levels, is that going to remain elevated, does that include some one time stuff because BBAM earned some gains from the transaction?

Colm Barrington

Well, I mean, it’s several factors, Glen. One is that last year – 2011 was a full year, 2010 was only eight months, we didn’t make that investment until April of 2010, but also BBAM did have a very good year in all lines of its business. Steve, do you want to add anything to it?

Steve Zissis

No, I think that’s right. With 450 aircraft we had kind of revenue that was pretty much allocated across the board in terms of origination and remarketing sales. So it was a strong and profitable year.

Glenn Engel – Bank of America

And that $3 million in the quarter, is that a number that you would expect to hold up in future quarter spending?

Colm Barrington

We don’t generally make forecast but you can extrapolate a little.

Glenn Engel – Bank of America

Thank you very much.

Operator

(Operator Instructions) You next question is from the line of John Evans with Edmunds White Partners.

John Evans - Edmunds White Partners

Can you talk maybe just first of all roughly, so what is book value then at the end of the quarter?

Gary Dales

Book value as I recall was $17.25 per share.

John Evans - Edmunds White Partners

Okay. Can you help me Colm understand, you have made this transformation, transforming acquisition and then you bought two other planes, and your stock traded a significant discount to book value. So nobody seems to think that they were good purchases. Yes, you said on the call that you are going to not buy stock back anymore debt and you are going to make more purchases of planes because you see attractive opportunities. So I guess, why do you think eventually the market is going to appreciate that and reward your stock because it is underperformed kind of pretty dramatically, that’s my first question?

Colm Barrington

John, do you want to answer that one now or do you want to --?

John Evans - Edmunds White Partners

Go ahead, answer that.

Colm Barrington

I think the entire sector as you will see is generally trading at below net book value and I think FLY has been trading reasonably well as compared to the peer growth other than their lease. We are somewhat buoyed by the recent sales of the ORBIS [ph] company to Somotomo [ph] which was done in a very well bid situation, I think there were 7 or 8 bidders for that company and that was sold at a premium to book value and we are hoping that in due course the public markets will learn will see what private equity was able to see in that transaction. In terms of buying back our stock, we have an ongoing stock repurchase program, as you know there is very little trading in our stock. We have taken every opportunity to buy up large blocks of stock from some of the foundation shareholders. And one of the great things about FLY John is that there is no big overhang of any single shareholder who might want to sell the stock. So we see still great value in the shares but as we said at a few investor meetings recently it is difficult to require very many because the trading of the share is actually low.

John Evans - Edmunds White Partners

So you made this transforming acquisition and you said yourself in your script that I think the first way we can kind of see this is in the available cash flow per share and there was $1.73 and obviously that includes the sale of a couple of the planes that you had. I guess, if I look at the $5.12 that you had last year, the $0.80 is roughly about 15% and it seems like you going to have this tremendous acceleration in available cash flow this year. So, why would you raise the dividend kind of commensurately with where that cash is going to go? So if you did a $1.73 and you just annualized that to almost $7 run rate, I mean, you could raise the dividend to over $1 and not change the percentage of the cash that you are paying out. Why wouldn’t that be a good thing for the shareholders?

Colm Barrington

Well, John, it’s our policy to forecast dividend. I think what we said so far is that we are one of two public lessors who pay a dividend, we pay 6% dividend yield which is good by any market standards and we pay 30% more higher dividend than the only other public aircraft lessor. So I think by any measures of dividend we are doing a very very good job for our shareholders. But we will continue to look at it and if the company continues to draw a lot more cash then maybe we will do something in the future. But as of now, today we have been comfortable with the dividend we paid.

John Evans - Edmunds White Partners

But I guess, Colm, from the standpoint, isn’t it make sense to give that cash to the shareholders because the market is not really rewarding you for these acquisitions. Unlike the two that you recently made, I am sure they are great IRRs, but they are older planes, sell side guys don’t like them. I mean, the guys at (inaudible) thinks the stocks worth tin, so I mean, help me understand this, the market would love yields right now, interest rates are low, it would make your stock go up. Why don’t you give the money back to the shareholders?

Colm Barrington

John, all I say, today’s we have done what we have done. We hear what you say, we will consider that and we will talk to you in two months about where we are on the dividend.

John Evans - Edmunds White Partners

Alright. Thanks.

Colm Barrington

Thanks, John.

Operator

(Operator Instructions) Your next question is from the line of Richard Haydon with Yield Capital.

Richard Haydon - Yield Capital Partners

Good morning.

Colm Barrington

Good morning, Richard.

Richard Haydon - Yield Capital Partners

How are you? Prior to the acquisition you were generating approximately $10 million a month in free cash flow. Could you give us some sort of thought of where it now would be? And then if you could develop the notion of what CapEx might be this year and depreciation?

Colm Barrington

Well, that’s quite a (inaudible). I think since the GAAM acquisition the free cash flow present is probably a little bit above that $10 million. However, as you are aware, securitization goes old cash come August of this year. So that $10 million will reduce after that time. We currently have close to $150 million, give or take, $150 million free cash in the bench. So we could probably consider if we wanted to spending up to that amount on equity in new acquisitions during the course of the year. I think as I said in my remarks, we spend $134 million, is that a right figure, Gary --

Gary Dales

$139 million.

Colm Barrington

$139 million on acquisitions in 2011 which allowed us to acquire a total of 51 aircraft. So, if we could be at success with that 2012 we would be very happy. Richard, just a follow-on on your question on depreciation, I think you can probably annualize our fourth quarter depreciation, plus a little bit would give you a good feel for what it would be on an annual basis. The GAAM acquisition was in there for about two-and-a-half months. If that helps you.

Richard Haydon - Yield Capital Partners

Perhaps I misheard, but Colm did you say you have $150 million of unrestricted cash now?

Colm Barrington

Give or take in the bank right now, yes.

Richard Haydon - Yield Capital Partners

So that’s up substantially this year.

Colm Barrington

Yes, I think we report where we source that cash. In our May call when we talk about first quarter results, Richard.

Richard Haydon - Yield Capital Partners

Great. At year end, the unrestricted cash was $82 million?

Colm Barrington

That’s right.

Richard Haydon - Yield Capital Partners

And now it’s $150 million?

Colm Barrington

Give or take.

Richard Haydon - Yield Capital Partners

That’s pretty good.

Colm Barrington

That’s very good.

Richard Haydon - Yield Capital Partners

Yes, well. Thank you very much and good luck, Colm.

Colm Barrington

Thanks, Richard.

Operator

And we have no further questions at this time. Do you have any closing remarks Mr. Dallas?

Matt Dallas

We would like to thank everyone for joining us for this earnings call. We look forward to updating you again next quarter.

Operator

Thank you for joining today’s conference call. You may now disconnect.

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