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8-K - FORM 8-K - Aircastle LTDd345126d8k.htm

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

Contact:

Frank Constantinople, SVP Investor Relations

Tel: +1-203-504-1063

fconstantinople@aircastle.com

The IGB Group

Leon Berman

Tel: +1-212-477-8438

lberman@igbir.com

Aircastle Announces First Quarter 2012 Results

Board Declares Second Quarter Dividend on Common Shares of $0.15

Highlights

 

   

Lease rental revenue of $152.2 million and EBITDA1 of $150.6 million

 

   

Net income of $32.6 million, or $0.45 per diluted common share

 

   

Adjusted net income1 of $32.4 million, or $0.45 per diluted common share

 

   

Fleet utilization of 99% with an aircraft portfolio yield of 14%

 

   

Invested $170 million to date in 2012 and signed commitments for an additional $225 million in aircraft investments

 

   

Issued $800 million of unsecured notes at par and repaid Term Financing No. 1

 

   

24th consecutive quarterly dividend declared by Aircastle’s Board of Directors

Stamford, CT. May 3, 2012 – Aircastle Limited (the “Company” or “Aircastle”) (NYSE: AYR) reported first quarter 2012 net income of $32.6 million, or $0.45 per diluted common share, and adjusted net income of $32.4 million, or $0.45 per diluted common share. The first quarter results included lease rental revenues of $152.2 million versus $141.1 million in the first quarter of 2011.

Commenting on the results, Ron Wainshal, Aircastle’s CEO, stated: “Our first quarter financial results reflect the earnings power of $1 billion in investments we made last year as well as strong portfolio performance. We see an increasingly attractive investment environment in 2012 and have been able to close or secure $400 million in acquisitions to date and believe these will further enhance our profitability. Moreover, our new investment pipeline is robust.”

Wainshal added, “Aircastle also recently completed the sale of $800 million of unsecured notes. This financing strengthened the Company’s capital structure, extending our debt maturity schedule and freeing up cash flow for high return investments, while also providing additional growth capital. With no major capital commitments, our unrestricted cash coupled with solid cash flow positions us well to continue to execute our disciplined business plan and create value for our shareholders.”

 

1. Refer to Supplemental Financial Information accompanying this press release for a reconciliation of GAAP to non-GAAP numbers.


First Quarter Results

Lease rental revenues for the first quarter were $152.2 million, up $11.1 million or 8% year over year, due primarily to the impact of aircraft acquisitions of $26.1 million, partially offset by lower revenues from aircraft sold of $9.0 million and lease extensions, transitions and terminations of $6.0 million.

Total revenues for the first quarter were $164.9 million, an increase of $7.0 million, or 4% versus the previous year, and reflects $11.1 million of higher lease rental revenues and $1.5 million of lower amortization of net lease discounts resulting from lower than expected incentives paid out to our lessees. These increases were partially offset by lower maintenance revenues of $4.2 million, reflecting higher revenues from unscheduled transitions in the first quarter of 2011 of $13.0 million versus $9.9 million in the current period.

EBITDA for the first quarter was $150.6 million, down $3.6 million or 2% from the first quarter of 2011, as higher lease rental revenues of $11.1 million were offset by lower maintenance and other revenues totaling $5.6 million, and lower gains from the sale of aircraft of $9.5 million.

Net income for the first quarter was $32.6 million, down $10.1 million, or 24% as the $7.0 million increase in total revenues was offset by higher depreciation of $4.9 million, higher interest, net of $3.4 million and lower gains on the sale of flight equipment of $9.5 million.

Adjusted net income for the quarter was $32.4 million, down $12.1 million year over year, and reflects higher total revenues of $7.0 million offset by higher depreciation of $4.9 million, higher adjusted interest expense of $4.4 million and lower gains on sale of flight equipment of $9.5 million.

Aviation Assets

Thus far in 2012, we acquired three aircraft including the last aircraft from our A330 program which we purchased in early April and placed on lease with Virgin Australia. In addition, we recently entered into commitments to acquire five additional aircraft, which we expect to close during the second and third quarters of 2012.

As of March 31, 2012, Aircastle owned 145 aircraft having a net book value of $4.4 billion.

 

     Owned Aircraft
as of
March 31,
2012(A)
 

120 Passenger Aircraft

     69

25 Freighter Aircraft

     31

Number of Lessees

     65   

Number of Countries

     34   

Weighted Average Remaining Lease Term (years)(B)

     4.7   

Weighted Average Fleet Utilization during the three months ended March 31, 2012(C)

     99

Portfolio Yield for the First Quarter 2012(D)

     14

 

(A) Percentages calculated using net book value as of March 31, 2012.
(B) Weighted average remaining lease term (years) by net book value.
(C) Aircraft on-lease days as a percent of total days in period weighted by net book value, excluding aircraft in freighter conversion.
(D) Lease rental revenue for the period as a percent of average net book value of flight equipment held for lease for the period; quarterly information is annualized.

 

2


Financing Update

In April 2012, we closed an $800 million unsecured notes offering, consisting of $500 million of 6.75% senior notes due 2017 and $300 million of 7.625% senior notes due in 2020, both of which were issued at par. Aircastle used the net proceeds from the offering to repay outstanding indebtedness under its Term Financing No. 1, with the balance used for general corporate purposes, including the purchase of aviation assets.

Also in April, we delivered a new Airbus A330-200 aircraft on long-term lease to Virgin Australia Airlines, one of Australia’s leading carriers. Debt financing for this purchase was arranged and provided by The Bank of Tokyo – Mitsubishi UFJ, Ltd. (BTMU) and supported by a guarantee from Compagnie Française d’Assurance pour le Commerce Extérieur (COFACE), the French export credit agency. This debt bears interest at a fixed rate of 3.81% per annum and will be repaid over twelve years.

Common Dividend

On May 2, 2012, Aircastle’s Board of Directors declared a second quarter 2012 cash dividend on its common shares of $0.15 per share, payable on June 15, 2012 to shareholders of record on May 31, 2012.

Conference Call

In connection with this earnings release, management will host an earnings conference call on Thursday, May 3, 2012 at 10:00 A.M. Eastern time. All interested parties are welcome to participate on the live call. The conference call can be accessed by dialing (888) 487-0361 (from within the U.S. and Canada) or (719) 325-2122 (from outside of the U.S. and Canada) ten minutes prior to the scheduled start and referencing the “Aircastle First Quarter Earnings Call.”

A simultaneous webcast of the conference call will be available to the public on a listen-only basis at www.aircastle.com. Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast. A replay of the webcast will be available for three months following the call. In addition to this earnings release an accompanying power point presentation has been posted to the Investor Relations section of Aircastle’s website.

For those who are not available to listen to the live call, a replay will be available until 11:59 P.M. Eastern time on Thursday, May 31, 2012 by dialing (888) 203-1112 (from within the U.S. and Canada) or (719) 457-0820 (from outside of the U.S. and Canada); please reference passcode “4711325.”

 

3


About Aircastle Limited

Aircastle Limited is a global company that acquires, leases and sells high-utility commercial jet aircraft to airlines throughout the world. As of March 31, 2012, Aircastle’s aircraft portfolio consisted of 145 aircraft and had 65 lessees located in 34 countries.

Safe Harbor

Certain items in this press release and other information we provide from time to time, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not necessarily limited to, statements relating to our ability to acquire, sell, lease or finance aircraft, raise capital, pay dividends, and increase revenues, earnings, EBITDA and Adjusted Net Income and the global aviation industry and aircraft leasing sector. Words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “may,” “will,” “would,” “could,” “should,” “seeks,” “estimates” and variations on these words and similar expressions are intended to identify such forward-looking statements. These statements are based on management’s current expectations and beliefs and are subject to a number of factors that could lead to actual results materially different from those described in the forward-looking statements; Aircastle Limited can give no assurance that its expectations will be attained. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. Factors that could have a material adverse effect on our operations and future prospects or that could cause actual results to differ materially from Aircastle Limited’s expectations include, but are not limited to, significant capital markets disruption and volatility, and the significant contraction in the availability of bank financing which may adversely affect our continued ability to obtain additional capital to finance our working capital needs; volatility in the value of our aircraft or in appraisals thereof, which may, among other things, result in increased principal payments under our term financings and reduce our cash flow available for investment or dividends; general economic conditions and business conditions affecting demand for aircraft and lease rates; our continued ability to obtain favorable tax treatment in Bermuda, Ireland and other jurisdictions; our ability to pay dividends; high or volatile fuel prices, lack of access to capital, reduced load factors and/or reduced yields, operational disruptions or unavailability of capital caused by political unrest in North Africa, the Middle East or elsewhere, uncertainties in the Eurozone arising from the sovereign debt crisis and other factors affecting the creditworthiness of our airline customers and their ability to continue to perform their obligations under our leases; termination payments on our interest rate hedges; and other risks detailed from time to time in Aircastle Limited’s filings with the Securities and Exchange Commission (“SEC”), including “Risk Factors” as previously disclosed in Aircastle’s 2011 Annual Report on Form 10-K, and in our other filings with the SEC, press releases and other communications. In addition, new risks and uncertainties emerge from time to time, and it is not possible for Aircastle to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. Aircastle Limited expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

 

4


Aircastle Limited and Subsidiaries

Consolidated Balance Sheets

(Dollars in thousands, except share data)

 

     December 31,
2011
    March 31,
2012
 
           (Unaudited)  

ASSETS

    

Cash and cash equivalents

   $ 295,522      $ 256,670   

Accounts receivable

     3,646        3,584   

Restricted cash and cash equivalents

     247,452        185,306   

Restricted liquidity facility collateral

     110,000        107,300   

Flight equipment held for lease, net of accumulated depreciation of $981,932 and $1,034,764

     4,387,986        4,386,010   

Aircraft purchase deposits and progress payments

     89,806        78,102   

Other assets

     90,047        129,566   
  

 

 

   

 

 

 

Total assets

   $ 5,224,459      $ 5,146,538   
  

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

LIABILITIES

    

Borrowings from secured and unsecured financings (including borrowings of ACS Ireland VIEs of $295,952 and $291,042, respectively

   $ 2,986,516      $ 2,923,230   

Accounts payable, accrued expenses and other liabilities

     105,432        86,996   

Lease rentals received in advance

     46,105        45,565   

Liquidity facility

     110,000        107,300   

Security deposits

     83,037        80,421   

Maintenance payments

     347,122        332,959   

Fair value of derivative liabilities

     141,639        123,461   
  

 

 

   

 

 

 

Total liabilities

     3,819,851        3,699,932   
  

 

 

   

 

 

 

Commitments and Contingencies

    

SHAREHOLDERS’ EQUITY

    

Preference shares, $.01 par value, 50,000,000 shares authorized, no shares issued and outstanding

     —          —     

Common shares, $.01 par value, 250,000,000 shares authorized, 72,258,472 shares issued and outstanding at December 31, 2011; and 72,272,366 shares issued and outstanding at March 31, 2012

     723        723   

Additional paid-in capital

     1,400,090        1,399,797   

Retained earnings

     191,476        213,213   

Accumulated other comprehensive loss

     (187,681     (167,127
  

 

 

   

 

 

 

Total shareholders’ equity

     1,404,608        1,446,606   
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 5,224,459      $ 5,146,538   
  

 

 

   

 

 

 

 

5


Aircastle Limited and Subsidiaries

Consolidated Statements of Income and Comprehensive Income

(Dollars in thousands, except per share amounts)

(Unaudited)

 

     Three Months Ended
March 31,
 
     2011     2012  

Revenues:

    

Lease rental revenue

   $ 141,116      $ 152,242   

Amortization of lease premiums, discounts and lease incentives

     (3,102     (1,598

Maintenance revenue

     16,844        12,647   
  

 

 

   

 

 

 

Total lease rentals

     154,858        163,291   

Other revenue

     3,056        1,624   
  

 

 

   

 

 

 

Total revenues

     157,914        164,915   
  

 

 

   

 

 

 

Expenses:

    

Depreciation

     59,591        64,514   

Interest, net

     45,619        48,981   

Selling, general and administrative (including non-cash share based payment expense of $1,895, and $1,176, respectively)

     12,531        13,198   

Maintenance and other costs

     3,530        2,774   
  

 

 

   

 

 

 

Total expenses

     121,271        129,467   
  

 

 

   

 

 

 

Other income (expense):

    

Gain on sale of flight equipment

     9,662        196   

Other

     (359     (113
  

 

 

   

 

 

 

Total other income (expense)

     9,303        83   
  

 

 

   

 

 

 

Income from continuing operations before income taxes

     45,946        35,531   

Income tax provision

     3,269        2,929   
  

 

 

   

 

 

 

Net income

   $ 42,677      $ 32,602   
  

 

 

   

 

 

 

Earnings per common share — Basic:

    

Net income per share

   $ 0.54      $ 0.45   
  

 

 

   

 

 

 

Earnings per common share — Diluted:

    

Net income per share

   $ 0.54      $ 0.45   
  

 

 

   

 

 

 

Dividends declared per share

   $ 0.10      $ 0.15   
  

 

 

   

 

 

 

 

     Three Months Ended
March 31,
 
     2011      2012  

Net income

   $ 42,677       $ 32,602   
  

 

 

    

 

 

 

Other comprehensive income, net of tax:

     

Net change in fair value of derivatives, net of tax expense of $400 and $289, respectively

     23,468         16,483   

Net derivative loss reclassified into earnings

     2,835         4,071   
  

 

 

    

 

 

 

Other comprehensive income

     26,303         20,554   
  

 

 

    

 

 

 

Total comprehensive income

   $ 68,980       $ 53,156   
  

 

 

    

 

 

 

 

6


Aircastle Limited and Subsidiaries

Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)

 

     Three Months Ended
March 31,
 
     2011     2012  

Cash flows from operating activities:

    

Net income

   $ 42,677      $ 32,602   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation

     59,591        64,514   

Amortization of deferred financing costs

     3,528        2,716   

Amortization of net lease discounts and lease incentives

     3,102        1,598   

Deferred income taxes

     1,853        1,377   

Non-cash share based payment expense

     1,895        1,176   

Cash flow hedges reclassified into earnings

     2,835        4,071   

Ineffective portion of cash flow hedges

     (475     (1,519

Security deposits and maintenance payments included in earnings

     (18,534     (12,722

Gain on sale of flight equipment

     (9,662     (196

Other

     (57     57   

Changes in certain assets and liabilities:

    

Accounts receivable

     1,288        (3,396

Restricted cash and cash equivalents related to operating activities

     (1,006     700   

Other assets

     (731     (1,886

Accounts payable, accrued expenses and other liabilities

     17,416     15,338

Lease rentals received in advance

     (5,381     (788
  

 

 

   

 

 

 

Net cash provided by operating activities

     63,507        72,966   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Acquisition and improvement of flight equipment and lease incentives

     (110,410     (48,449

Proceeds from sale of flight equipment

     75,200        2,500   

Restricted cash and cash equivalents related to sale of flight equipment

     —          35,762   

Purchase of debt investment

     —          (43,626

Aircraft purchase deposits and progress payments

     (36,630     (16,518

Other

     —          (40
  

 

 

   

 

 

 

Net cash used in investing activities

     (71,840     (70,371
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Repurchase of shares

     (16,367     (1,469

Proceeds from term debt financings

     157,161        —     

Securitization and term debt financing repayments

     (116,340     (63,257

Deferred financing costs

     (7,346     (271

Restricted secured liquidity facility collateral

     4,000        2,700   

Secured liquidity facility collateral

     (4,000     (2,700

Restricted cash and cash equivalents related to security deposits and maintenance payments

     697        25,684   

Security deposits received

     7,009        1,985   

Security deposits returned

     (5,312     (1,495

Maintenance payments received

     27,487        30,275   

Maintenance payments returned

     (30,374     (22,034

Dividends paid

     (7,964     (10,865
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     8,651        (41,447
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     318        (38,852

Cash and cash equivalents at beginning of period

     239,957        295,522   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 240,275      $ 256,670   
  

 

 

   

 

 

 

 

7


Aircastle Limited and Subsidiaries

Supplemental Financial Information

(Amount in thousands, except per share amounts)

(Unaudited)

 

     Three Months Ended
March 31,
 
     2011      2012  

Revenues

   $ 157,914       $ 164,915   

EBITDA

   $ 154,258       $ 150,624   

Adjusted net income

   $ 44,456       $ 32,372   

Adjusted net income allocable to common shares

   $ 43,946       $ 32,090   

Per common share - Basic

   $ 0.56       $ 0.45   

Per common share - Diluted

   $ 0.56       $ 0.45   

Basic common shares outstanding

     78,786         71,697   

Diluted common shares outstanding

     78,786         71,697   

Refer to the selected information accompanying this press release for a reconciliation of GAAP to Non-GAAP information.

 

8


Aircastle Limited and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

EBITDA Reconciliation

(Dollars in thousands)

(Unaudited)

 

     Three Months Ended
March 31,
 
     2011      2012  

Net income

   $ 42,677       $ 32,602   

Depreciation

     59,591         64,514   

Amortization of net lease discounts and lease incentives

     3,102         1,598   

Interest, net

     45,619         48,981   

Income tax provision

     3,269         2,929   
  

 

 

    

 

 

 

EBITDA

   $ 154,258       $ 150,624   
  

 

 

    

 

 

 

We define EBITDA as income from continuing operations before income taxes, interest expense, and depreciation and amortization. We use EBITDA to assess our consolidated financial and operating performance, and we believe this non-GAAP measure is helpful in identifying trends in our performance. Using EBITDA assists us in comparing our operating performance on a consistent basis by removing the impact of our capital structure (primarily interest charges on our outstanding debt) and asset base (primarily depreciation and amortization) from our operating results.

 

9


Aircastle Limited and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Adjusted Net Income Reconciliation

(Dollars in thousands)

(Unaudited)

 

     Three Months Ended
March 31,
 
     2011     2012  
     (Dollars in thousands)  

Net income

   $ 42,677      $ 32,602   

Ineffective portion and termination of hedges(1)

     (475     (1,519

Mark to market of interest rate derivative contracts(2)

     359        113   

Stock compensation expense(3)

     1,895        1,176   
  

 

 

   

 

 

 

Adjusted net income

   $ 44,456      $ 32,372   
  

 

 

   

 

 

 

 

(1) Included in Interest, net.
(2) Included in Other income (expense).
(3) Included in Selling, general and administrative expenses.

Beginning with this quarter ended March 31, 2012, management, to be more consistent with reporting practices of peer aircraft leasing companies, has revised the calculation of Adjusted Net Income (“ANI”) to no longer exclude gains (losses) on sales of assets, and to exclude non-cash share based payment expense in the calculation of ANI. Beginning with our Quarterly Report for the quarter ended June 30, 2012, we will also exclude Term Financing No. 1 hedge loss amortization charges which will be reported in Interest, net on our consolidated statement of income from the calculation of ANI. The calculation of ANI for the three months ended March 31, 2011 has been revised to be comparable with the current period presentation.

Management believes that ANI, when viewed in conjunction with the Company’s results under GAAP and the above reconciliation, provide useful information about operating and period-over-period performance, and provide additional information that is useful for evaluating the underlying operating performance of our business without regard to periodic reporting elements related to interest rate derivative accounting and non-cash share based compensation. However, ANI is not a measure of financial performance or liquidity under GAAP and, accordingly, should not be considered as alternatives to net income (loss) or cash flow from operating activities as indicators of operating performance or liquidity.

 

10


Aircastle Limited and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Reconciliation of Net Income Allocable to Common Shares

(In thousands)

(Unaudited)

 

     Three Months Ended
March 31, 2012
 
     Shares     Percent(2)  

Weighted average shares

    

Common shares outstanding – Basic

     71,697        99.13

Unvested restricted common shares outstanding

     630        0.87
  

 

 

   

 

 

 

Total weighted average shares outstanding

     72,327        100.00
  

 

 

   

 

 

 

Common shares outstanding – Basic

     71,697        100.00

Effect of dilutive shares(1)

     —          —     
  

 

 

   

 

 

 

Common shares outstanding – Diluted

     71,697        100.00
  

 

 

   

 

 

 

Net income allocation

    

Net income

   $ 32,602        100.00

Distributed and undistributed earnings allocated to unvested restricted shares

     (284     (0.87 )% 
  

 

 

   

 

 

 

Earnings available to common shares

   $ 32,318        99.13
  

 

 

   

 

 

 

Adjusted net income allocation

    

Adjusted net income

   $ 32,372        100.00

Amounts allocated to unvested restricted shares

     (282     (0.87 )% 
  

 

 

   

 

 

 

Amounts allocated to common shares

   $ 32,090        99.13
  

 

 

   

 

 

 

 

(1) The Company had no dilutive common share equivalents for the periods presented.
(2) Percentages rounded to two decimal places.

 

11


Aircastle Limited and Subsidiaries

Reconciliation of GAAP to Non-GAAP Measures

Reconciliation of Net Income Allocable to Common Shares

(In thousands)

(Unaudited)

 

     Three Months Ended
March 31, 2011
 
     Shares     Percent(2)  

Weighted average shares

    

Common shares outstanding – Basic

     78,786        98.85

Unvested restricted common shares outstanding

     913        1.15
  

 

 

   

 

 

 

Total weighted average shares outstanding

     79,699        100.00
  

 

 

   

 

 

 

Common shares outstanding – Basic

     78,786        100.00

Effect of dilutive shares(1)

     —          —     
  

 

 

   

 

 

 

Common shares outstanding – Diluted

     78,786        100.00
  

 

 

   

 

 

 

Net income allocation

    

Net income

   $ 42,677        100.00

Distributed and undistributed earnings allocated to unvested restricted shares

     (489     (1.15 )% 
  

 

 

   

 

 

 

Earnings available to common shares

   $ 42,188        98.85
  

 

 

   

 

 

 

Adjusted net income allocation

    

Adjusted net income

   $ 44,456        100.00

Amounts allocated to unvested restricted shares

     (510     (1.15 )% 
  

 

 

   

 

 

 

Amounts allocated to common shares

   $ 43,946        98.85
  

 

 

   

 

 

 

 

(1) The Company had no dilutive common share equivalents for the periods presented.
(2) Percentages rounded to two decimal places.

 

12