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

FORM 6-K

Report of Foreign Private Issuer

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

Date of Report: November 8, 2019

Commission File Number: 001-33701

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

 
West Pier Business Campus
Dun Laoghaire
County Dublin, A96 N6T7
Ireland
 
 
(Address of principal executive office)


Indicate by check mark whether registrant files or will file annual reports under cover of Form 20-F or Form 40-F:


Form 20-F
Form 40-F
 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
 


The following document, which is attached as an exhibit hereto, is incorporated by reference herein.
 
Exhibit
Title
   
99.1
Press release of Fly Leasing Limited, dated November 8, 2019.

2

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
   
Fly Leasing Limited
   
(Registrant)
     
Date:
November 8, 2019
 
By:
/s/ Colm Barrington
     
Colm Barrington
Chief Executive Officer and
Director

3

EXHIBIT INDEX

Exhibit
Title
   
Press release of Fly Leasing Limited, dated November 8, 2019.


4


Exhibit 99.1

 
Fly Leasing Reports Third Quarter 2019 Financial Results
 
Dublin, Ireland, November 8, 2019 Fly Leasing Limited (NYSE: FLY) (“FLY”), a global leader in aircraft leasing, today announced its financial results for the third quarter of 2019.
 
Highlights
 

Net income of $51.7 million, $1.67 per share

Adjusted Net Income of $59.8 million, $1.93 per share

Return on equity of 26.6%, Adjusted Return on Equity of 30.8%

Sold eight aircraft for a gain of $38.9 million, a 17% premium to book value

Purchased two aircraft for $53.7 million

$25.85 book value per share at quarter end, a 20% increase since December 31, 2018

Net debt to equity ratio of 2.6x

“FLY continued to produce excellent results in the third quarter, with Adjusted Net Income of nearly $60 million, or $1.93 per share,” said Colm Barrington, FLY’s Chief Executive Officer. “This was our sixth straight quarter of double-digit ROE, with Adjusted Return on Equity of over 30%. In the nine months ended September 30, FLY produced Adjusted Net Income of $168.9 million, or $5.28 per share. Looking ahead, we expect another strong result in the fourth quarter.”

“The aircraft sales in the quarter were completed at a 17% premium to book value, again demonstrating the value embedded in FLY’s fleet,” said Barrington. “Our strong results are also adding significantly to shareholders’ equity, which is now nearly $26 per share, an increase of 20% from the beginning of the year.”

“Our deleveraging following last year’s major fleet acquisition has continued and at quarter end our net debt to equity ratio was 2.6x,” added Barrington. “FLY has plentiful financial capacity to acquire the 21 A320neo family aircraft that we contracted in a purchase and leaseback transaction last year, the first of which is scheduled to deliver later this year. We also expect to acquire six more aircraft in the fourth quarter.”


Financial Results

FLY is reporting net income of $51.7 million, or $1.67 per share, for the third quarter of 2019. This compares to net income of $20.7 million, or $0.68 per share, for the same period in 2018.

Net income for the nine months ended September 30, 2019 was $150.7 million, or $4.72 per share, compared to net income of $54.7 million, or $1.90 per share, for the nine months ended September 30, 2018.

Adjusted Net Income

Adjusted Net Income was $59.8 million for the third quarter of 2019, compared to $22.8 million for the same period in the previous year. On a per share basis, Adjusted Net Income was $1.93 in the third quarter of 2019, compared to $0.75 for the third quarter of 2018.

For the nine months ended September 30, 2019, Adjusted Net Income was $168.9 million, or $5.28 per share, compared to $60.4 million, or $2.10 per share, for the same period last year.

A reconciliation of Adjusted Net Income to net income determined in accordance with GAAP is shown below.
 
Share Repurchases
 
During the three months ended September 30, 2019, FLY repurchased 0.3 million shares in the open market at an average price of $16.83 per share, for a total cost of $5.8 million. During the nine months ended September 30, 2019, FLY repurchased 2.0 million shares at an average price of $16.29 per share, for a total cost of $32.8 million. As of September 30, 2019, FLY had 30.9 million shares outstanding and had $50.0 million remaining under its share repurchase authorization.
 
Financial Position
 
At September 30, 2019, FLY’s total assets were $3.9 billion, including investment in flight equipment totaling $3.2 billion. Total cash at September 30, 2019 was $521.6 million, of which $432.7 million was unrestricted. The book value per share at September 30, 2019 was $25.85, a 20% increase since December 31, 2018. At September 30, 2019, FLY’s net debt to equity ratio was 2.6x, reduced from 4.0x at December 31, 2018.
 
Aircraft Portfolio
 
At September 30, 2019, FLY had 92 aircraft in its portfolio, six of which were classified as flight equipment held for sale. FLY’s aircraft and engines are on lease to 43 airlines in 24 countries. The table below does not include the seven engines that were in FLY’s portfolio at September 30, 2019.
 
2

Portfolio at
 
Sep. 30, 2019
   
Dec. 31, 2018
 
   
Number
   
% of Net
Book Value
   
Number
   
% of Net
Book Value
 
Airbus A320 Family
   
39
     
31
%
   
55
     
38
%
Airbus A330
   
3
     
6
%
   
3
     
5
%
Airbus A340
   
2
     
1
%
   
2
     
1
%
Boeing 737NG
   
39
     
35
%
   
42
     
32
%
Boeing 737 MAX
   
2
     
3
%
   
2
     
3
%
Boeing 757-SF
   
1
   
<1
%    
3
     
1
%
Boeing 777-LRF
   
2
     
10
%
   
2
     
8
%
Boeing 787
   
4
     
14
%
   
4
     
12
%
Total(1)
   
92
     
100
%
   
113
     
100
%

 
(1)
Includes six aircraft and 12 aircraft classified as held for sale at September 30, 2019 and December 31, 2018, respectively.

At September 30, 2019, the average age of the portfolio, weighted by net book value of each aircraft and engine, was 7.7 years. The average remaining lease term was 5.0 years, also weighted by net book value. At September 30, 2019, FLY’s portfolio, excluding aircraft held for sale, was generating annualized rental revenue of approximately $352 million.
 
Conference Call and Webcast
 
FLY’s senior management will host a conference call and webcast to discuss these results at 9:00 a.m. U.S. Eastern Time on Friday, November 8, 2019. Participants should call +1 (409) 220-9381 (International) or (866) 438-0730 (North America) and enter confirmation code 7897326. A live webcast with slide presentation will be available on the Events and Presentations page in the Investor Relations section of FLY’s website at www.flyleasing.com. A webcast replay will be available on the company’s website for one year.
 
About FLY
 
FLY is a global aircraft leasing company with a fleet of modern, high-demand, and fuel efficient commercial jet aircraft. FLY leases its aircraft under multi-year lease contracts to a diverse group of airlines throughout the world. FLY is managed and serviced by BBAM LP, a worldwide leader in aircraft lease management and financing. For more information about FLY, please visit our website at www.flyleasing.com.
 
Non-GAAP Financial Measures
 
FLY provides all financial information in accordance with Generally Accepted Accounting Principles in the United States (GAAP). To supplement our consolidated financial statements presented in accordance with GAAP, we are also providing with this press release, and on our conference call, certain non-GAAP financial measures, including Adjusted Net Income and Adjusted Return on Equity.  In calculating these non-GAAP financial measures, we have excluded certain amounts, as detailed in the reconciliation below.
 
3

Cautionary Statement Regarding Forward-Looking Statements
 
This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “seeks,” “estimates,” “will,” or words of similar meaning and include, but are not limited to, statements regarding the outlook for FLY’s future business, operations and financial performance. Forward-looking statements are based on management’s current expectations and assumptions, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially due to global political, economic, business, competitive, market, regulatory and other factors and risks, and the risk that FLY may be unable to achieve its portfolio growth expectations, or to reap the benefits of such growth. Further information on the factors and risks that may affect FLY’s business is included in filings FLY makes with the Securities and Exchange Commission from time to time, including its Annual Report on Form 20-F and its reports on Form 6-K. FLY expressly disclaims any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in its views or expectations, or otherwise.

# # #
Contact:
 
Matt Dallas
Fly Leasing Limited
+1 203-769-5916
 
ir@flyleasing.com
 
4

Fly Leasing Limited
 
Consolidated Statements of Income
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

   
Three months ended Sep. 30,
   
Nine months ended Sep. 30,
 
   
2019
(Unaudited)
   
2018
(Unaudited)
   
2019
(Unaudited)
   
2018
(Unaudited)
 
Revenues
                       
Operating lease rental revenue
 
$
96,084
   
$
98,863
   
$
302,520
   
$
277,191
 
End of lease income
   
     
3,072
     
30,387
     
16,069
 
Amortization of lease incentives
   
(1,402
)
   
(2,480
)
   
(4,353
)
   
(7,124
)
Amortization of lease discounts and other
   
24
     
(108
)
   
27
     
(389
)
Operating lease revenue
   
94,706
     
99,347
     
328,581
     
285,747
 
Finance lease revenue
   
153
     
167
     
469
     
512
 
Equity earnings (loss) from unconsolidated subsidiary
   
2,617
     
136
     
2,727
     
(110
)
Gain on sale of aircraft
   
38,934
     
2,579
     
82,632
     
5,524
 
Interest and other income
   
2,624
     
2,337
     
6,361
     
4,321
 
Total revenues
   
139,034
     
104,566
     
420,770
     
295,994
 
Expenses
                               
Depreciation
   
33,881
     
36,569
     
108,769
     
104,197
 
Interest expense
   
33,580
     
37,472
     
107,198
     
104,039
 
Selling, general and administrative
   
8,013
     
7,719
     
26,173
     
22,698
 
Loss (gain) on derivatives
   
2,537
     
(2,095
)
   
2,809
     
(2,615
)
Loss on extinguishment of debt
   
1,620
     
560
     
5,330
     
1,458
 
Maintenance and other costs
   
623
     
323
     
2,846
     
2,037
 
Total expenses
   
80,254
     
80,548
     
253,125
     
231,814
 
Net income before provision for income taxes
   
58,780
     
24,018
     
167,645
     
64,180
 
Provision for income taxes
   
7,076
     
3,278
     
16,926
     
9,466
 
Net income
 
$
51,704
   
$
20,740
   
$
150,719
   
$
54,714
 
Weighted average number of shares
                               
-  Basic
   
30,873,297
     
30,302,193
     
31,846,836
     
28,764,793
 
-  Diluted
   
30,987,394
     
30,381,248
     
31,954,204
     
28,818,464
 
Earnings per share
                               
-  Basic
 
$
1.67
   
$
0.68
   
$
4.73
   
$
1.90
 
-  Diluted
 
$
1.67
   
$
0.68
   
$
4.72
   
$
1.90
 

5

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

   
Sep. 30,
2019
(Unaudited)
   
Dec. 31,
2018
(Audited)
 
Assets
           
Cash and cash equivalents
 
$
432,747
   
$
180,211
 
Restricted cash and cash equivalents
   
88,857
     
100,869
 
Rent receivables
   
15,625
     
9,307
 
Investment in finance lease, net
   
11,941
     
12,822
 
Flight equipment held for sale, net
   
152,794
     
259,644
 
Flight equipment held for operating lease, net
   
2,752,831
     
3,228,018
 
Maintenance rights
   
256,404
     
298,207
 
Deferred tax asset, net
   
17,552
     
6,505
 
Fair value of derivative assets
   
6,656
     
5,929
 
Other assets, net
   
134,207
     
124,960
 
Total assets
 
$
3,869,614
   
$
4,226,472
 
Liabilities
               
Accounts payable and accrued liabilities
 
$
35,202
   
$
23,146
 
Rentals received in advance
   
15,434
     
21,322
 
Payable to related parties
   
7,038
     
4,462
 
Security deposits
   
46,324
     
60,097
 
Maintenance payment liability, net
   
252,099
     
292,586
 
Unsecured borrowings, net
   
618,971
     
617,664
 
Secured borrowings, net
   
1,915,435
     
2,379,869
 
Deferred tax liability, net
   
59,256
     
36,256
 
Fair value of derivative liabilities
   
37,618
     
8,558
 
Other liabilities
   
83,465
     
80,402
 
Total liabilities
   
3,070,842
     
3,524,362
 
Shareholders’ equity
               
Common shares, $0.001 par value, 499,999,900 shares authorized; 30,898,410 and 32,650,019 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively
   
31
     
33
 
Manager shares, $0.001 par value; 100 shares authorized, issued and outstanding
   
     
 
Additional paid-in capital
   
516,255
     
549,123
 
Retained earnings
   
305,234
     
154,347
 
Accumulated other comprehensive loss, net
   
(22,748
)
   
(1,393
)
Total shareholders’ equity
   
798,772
     
702,110
 
Total liabilities and shareholders’ equity
 
$
3,869,614
   
$
4,226,472
 

6

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

   
Nine months ended Sep. 30,
 
   
2019
(Unaudited)
   
2018
(Unaudited)
 
Cash Flows from Operating Activities
           
Net income
 
$
150,719
   
$
54,714
 
Adjustments to reconcile net income to net cash flows provided by operating activities:
               
Finance lease revenue
   
(469
)
   
(512
)
Equity in (earnings) loss from unconsolidated subsidiary
   
(2,727
)
   
110
 
Gain on sale of aircraft
   
(82,632
)
   
(5,524
)
Depreciation
   
108,769
     
104,197
 
Amortization of debt discounts and debt issuance costs
   
7,786
     
6,399
 
Amortization of other comprehensive income into interest expense
   
     
3,026
 
Amortization of lease incentives and other items
   
4,843
     
8,374
 
Loss on extinguishment of debt
   
5,330
     
1,458
 
Unrealized foreign exchange gain
   
(449
)
   
(481
)
Provision for deferred income taxes
   
15,963
     
9,637
 
Loss (gain) on derivative instruments
   
3,312
     
(4,847
)
Security deposits and maintenance payment liability recognized into earnings
   
(26,145
)
   
(11,846
)
Distributions from unconsolidated subsidiary
   
2,727
     
2,075
 
Cash receipts from maintenance rights
   
1,741
     
3,013
 
Changes in operating assets and liabilities:
               
Rent receivables
   
(10,995
)
   
(5,665
)
Other assets
   
(2,553
)
   
(3,835
)
Payable to related parties
   
2,576
     
(11,159
)
Accounts payable, accrued liabilities and other liabilities
   
12,468
     
20,161
 
Net cash flows provided by operating activities
   
190,264
     
169,295
 
Cash Flows from Investing Activities
               
Distributions from unconsolidated subsidiary
   
2,639
     
1,874
 
Rent received from finance lease
   
1,350
     
1,350
 
Net payments for derivative settlements
   
(512
)
   
 
Investment income from equity certificates
   
934
     
 
Purchase of equity certificates
   
(7,425
)
   
 
Purchase of flight equipment
   
(114,826
)
   
(617,370
)
Deposit on aircraft purchases
   
     
(299,945
)
Proceeds from sale of aircraft, net
   
651,488
     
113,829
 
Capitalized interest on Portfolio B orderbook
   
(3,671
)
   
 
Payments for aircraft improvement
   
(3,059
)
   
(170
)
Payments for lessor maintenance obligations
   
(1,843
)
   
(8,229
)
Net cash flows provided by (used in) investing activities
   
525,075
     
(808,661
)

7

   
Nine months ended Sep. 30,
 
   
2019
(Unaudited)
   
2018
(Unaudited)
 
Cash Flows from Financing Activities
               
Security deposits received
   
1,169
     
10,907
 
Security deposits returned
   
(1,546
)
   
(6,224
)
Maintenance payment liability receipts
   
48,631
     
59,611
 
Maintenance payment liability disbursements
   
(14,975
)
   
(8,902
)
Net swap termination payments
   
     
1,136
 
Debt extinguishment costs
   
(194
)
   
436
 
Debt issuance costs
   
(342
)
   
(2,216
)
Proceeds from secured borrowings
   
     
705,201
 
Repayment of secured borrowings
   
(474,659
)
   
(328,595
)
Net proceeds from shares issued
   
     
19,394
 
Shares repurchased
   
(32,844
)
   
 
Net cash flows (used in) provided by financing activities
   
(474,760
)
   
450,748
 
Effect of exchange rate changes on unrestricted and restricted cash and cash equivalents
   
(55
)
   
(61
)
Net increase (decrease) in unrestricted and restricted cash and cash equivalents
   
240,524
     
(188,679
)
Unrestricted and restricted cash and cash equivalents at beginning of period
   
281,080
     
456,815
 
Unrestricted and restricted cash and cash equivalents at end of period
 
$
521,604
   
$
268,136
 
                 
Reconciliation to Consolidated Balance Sheets:
               
Cash and cash equivalents
 
$
432,747
   
$
180,078
 
Restricted cash and cash equivalents
   
88,857
     
88,058
 
Unrestricted and restricted cash and cash equivalents
 
$
521,604
   
$
268,136
 

8

Fly Leasing Limited
Reconciliation of Non-GAAP Measures
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

   
Three months ended Sep. 30,
   
Nine months ended Sep. 30,
 
   
2019
(Unaudited)
   
2018
(Unaudited)
   
2019
(Unaudited)
   
2018
(Unaudited)
 
Net income
 
$
51,704
   
$
20,740
   
$
150,719
   
$
54,714
 
Adjustments:
                               
Unrealized foreign exchange gain
   
(345
)
   
(25
)
   
(449
)
   
(481
)
Deferred income taxes
   
5,972
     
3,310
     
15,963
     
9,637
 
Fair value changes on undesignated derivatives
   
2,475
     
(1,206
)
   
2,618
     
(3,446
)
Adjusted Net Income
 
$
59,806
   
$
22,819
   
$
168,851
   
$
60,424
 
Average Shareholders’ Equity
 
$
776,218
   
$
635,193
     
748,112
     
592,402
 
Adjusted Return on Equity
   
30.8%

   
14.4%

   
30.1%

   
13.6%

                                 
Weighted average diluted shares outstanding
   
30,987,394
     
30,381,248
     
31,954,204
     
28,818,464
 
Adjusted Net Income per diluted share
 
$
1.93
   
$
0.75
   
$
5.28
   
$
2.10
 

FLY defines Adjusted Net Income as net income plus or minus (i) unrealized foreign exchange gains and losses; (ii) deferred income taxes; (iii) the fair value changes associated with interest rate derivative contracts that are not accounted for as cash flow hedges; and (iv) non-recurring expenses. The adjustments included within Adjusted Net Income are primarily non-cash or non-recurring items that we consider unrelated to the ongoing performance of our operations. Adjusted Return on Equity is calculated by dividing Adjusted Net Income by average shareholders’ equity for each period presented. For periods of less than one year, the resulting return is annualized.

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


9